Twilight's Misadventures, and Apologies to the Readers
by Hour of Twilight
Summary: Twilight Sparkle: One of six saviors of Equestria several times, student of Princess Celestia, Librarian and local problem solver of Ponyville... Born with something between her hind legs that makes her a target for mares and the odd stallion. This collection of Twilight pleasure/misery unfolds here, while buried balls deep in a random mare...I'm sorry in advance.
1. Chapter 1

[Tags: {Twilight/Lyra}Futa/f, mutual-masturbation, oral, vaginal]

Celestia's sun shone through the window of the library; causing the sleeping unicorn to groan. Twilight's eyes slowly opened. Waking up, she got off her bed to begin her morning routine.

After a shower and brushing her mane, Twilight made her way to the kitchen with a sigh before Spike woke up. She opened the pantry to reveal a familiar sight: an orange jar with a green lid and her name written on it. Within the jar was several tea bags. Twilight levitated a tea bag out of the jar as she set a kettle of water to heat. After steeping the bag for a good while, she sipped her tea - the feeling of the weight between her legs disappearing the most notable effect - letting out a small sigh. "Just another day," she sighed, finishing her tea as she wrote up her to-do list for the day.

Spike joined her in the kitchen as she made breakfast. "Morning Twilight," yawned her assistant as she turned and smiled at him.

"Good morning Spike, breakfast will be ready in a moment." Twilight said, returning to cooking eggs and preparing some dragon fruit.

"Good Morning, what's for breakfast, Twi?" Spike asked, walking into the kitchen

"Just some eggs and fruit, Spike, and a ruby for my number one assistant," Twilight replied. Serving up breakfast for herself and Spike.

Post-breakfast events occurred as Twilight predicted, Spike left to visit Rarity; leaving her to her studies. A day of reading was always a welcomed activity for the scholar. She would often think back to her time learning under the Princess and her time in the School for Gifted Unicorns. Of course, some memories are prominent than others.

~Dood~

Celestia's School for Gifted Unicorns was a difficult place for Twilight Sparkle. It wasn't the studies or the tests, those were easy to complete. It was the student body that made the experience tough for Twilight.

Celestia thought it would be an excellent way for Twilight to mingle with other ponies her age, and it was a nice gesture.. Twilight knew that it wasn't going to work well the moment she took a step into her first class.

She heard all the jabs ponies said behind her back: Princess' Pet, Egghead, Nerd, Dork, Teacher's Pet, and so on. They all thought the purple filly would be an arrogant blowhard just because she was smarter than them and the Princess liked her.

They were half right; Twilight was indeed smarter than her class, but she was modest about it. She never threatened to have the Princess come down to smite somepony, and she tried to be nice to others. None of that helped her, though. She was still outcast and alienated by her peers.

She did manage to befriend in a musical pony named Lyra Heartstrings, one of the very few ponies that didn't call her names with the intent of hurting her feelings.

It was a symbiotic relationship really: Lyra helped Twilight with bullies, and Twilight tutored Lyra on the lessons she struggled in.

There was one catch that haunted Twilight since she hit puberty: she wasn't born a normal filly. She was born with a 'added attachment', a penis that hung beneath her barrel. Even at a young age if you were to only look at Twilight's dick, you could have sworn you were staring at an earth pony, judging by her size.

Her parents helped keep the secret from everypony. Only a single doctor and a very affectionate nurse knew Twilight's curse and swore to keep it to themselves. Not even Spike, Princess Celestia, Cadance, or Shining Armor knew what Twilight hid between her legs. The only reason she was able to keep it hidden was thanks to a remedy that the doctors managed to create: a special blend of tea that forced her penis to take the form of a clitoris.

Twilight had been drinking the tea for years since she hit puberty; every day for 4 years and counting, her parents received a shipment of the special tea from the doctor each month so that Twilight could keep herself hidden.

However, mistakes happen to everypony. One morning Twilight forgot her morning tea because she overslept, a day that she would never forget.

Twilight quickly learned that she wasn't 'incognito' as she felt her member slapping between her legs. Since she was running late, she had no time to resolve this problem normally. Thinking quickly, she cast a invisibility spell on the offending member in hopes that nopony would notice. Unfortunately, Twilight was soon reminded that 'invisible' doesn't mean 'gone'.

The entire day was brutal for the purple filly. Ponies that didn't tease her horribly were concerned, but nopony was more concerned for Twilight than her friend Lyra. They met during lunch break to chat as usual. Lyra, being Twilight's friend, quickly noticed that something was bothering Twilight.

"Are you alright, Twilight?" Lyra asked, reading through a textbook Twilight brought with her.

"I'm fine, nothing wrong here," Twilight replied, with what could be only described as the worst poker face imaginable.

"Come on Twi, I like to think I know you well enough to know when you are lying," Lyra retorted, crossing her hooves.

"I'm fine, don't worry about it Lyra," Twilight urged.

"But…" Lyra was interrupted by the sound of the school bell. "I'll talk to you later, alright?"

Twilight nodded as her friend walked away. She put her books away, quickly rushing to her next class.

~Dood~

The day dragged on and Twilight was forced to maintain her invisibility spell throughout the entire school day. It didn't help when Lyra dragged Twilight to a music store.

Twilight sat down on a chair as Lyra gauged each lyre with a critical eye. Twilight was amazed by how precise the mint unicorn's taste in instruments were. The last time the duo were there, Lyra yelled at the shop owner for using cheap strings. In the end Twilight had to levitate her friend out of there before she hurt the poor clerk.

This time Lyra was clearly enjoying the soft tune of a particular bronze lyre. With a smile and a nod, she bought the instrument and placed it carefully in her bags.

"That one sounded good, I may need to replace a few strings in a few weeks though, they're still cutting back on it," Lyra commented.

"Well, the strings aren't that bad, are they?" Twilight asked.

"Not usually, no. It's the resonator that's the hard part, and this one sounds great. The string feels weak, but not as weak as last time," Lyra uttered, glancing back to her new lyre before turning back to her friend. "So what was up with today, Twi?"

"I don't know what you're talking about," Twilight replied.

"You've been maintaining a spell all day, but no one knows what it is. Come on, you can tell me, aren't I your friend?" Lyra asked in a hurt tone.

"I…uhh…" Twilight struggled to find the words that would get her friend off her case. "I'm sorry Lyra, but this is something that could mean the end of everything if I told anyone."

"I bet Spike or the Princess knows," Lyra remarked.

"No... not even my brother or foalsitter know.," Twilight added, causing Lyra to gasp.

"Wow, it must be a serious deal if those two don't even know." If she wasn't curious before, she is now.

"Anyways, I've got my lessons with the Princess soon. I'll see you tomorrow, okay?" Waving goodbye to her friend, Twilight trotted off towards the castle.

Lyra stood there with a determined look on her face, 'Sorry Twi, but I want to know that secret, whatever it may be,' she thought before walking home.

~Dood~

Twilight was levitating five orbs in the air while maintaining her cloaking spell. Despite her concentration she could tell that the Princess was giving her a concerned look. "Twilight, is something troubling you?" Celestia asked.

"Everything is fine, Princess. Nothing is wrong, I'm sorry to worry you," Twilight replied, struggling to maintain her focus.

"Twilight, these fives orbs are usually no problem for you. And don't think I don't know that you are maintaining something else. I can sense your cloaking spell," Celestia stated. Twilight flinched at that, dropping the orbs.

"I'm sorry Princess, but-," Twilight was interrupted by a small group of nobles.

"Princess, we need your assistance!" An elderly black stallion said.

Celestia' furrowed her brow at the interruption. "I'm sorry Twilight, I'll be back soon. We'll continue our discussion later," She said, following the group of ponies out the room.

A maid walked in through the door opposite the one Celestia exited. "Miss Twilight, the Princess said you can use the royal baths if you needed." Twilight smiled and nodded to the mare and followed her to the baths.

As expected of the royal palace, the baths were large. Several statues depicting ponies with vases stood from several large, thick pillars around the pool. Each vase was flowing with a seemingly infinite amount of water. Twilight sat down on the edge of the tub and released her invisibility spell, allowing her some time to breathe a sigh of relief.

She glared at the offending appendage for all the frustration it caused her. "I wish I didn't have you, stupid penis," Twilight muttered coldly. She levitated the shampoo and soap to clean herself, scrubbing her body.

She faintly heard the door opening behind her. She spun around in shock to find the Princess walking in, smiling brightly, with a large bucket and a washcloth in her magic. "Ah, Twilight. Do you need some help, my student?" Celestia said in a motherly tone.

Her answer was a deafening "NO, DON'T COME IN!" followed by being ejected from the bathroom by a shockwave of magic. Celestia lay on her back, bucket and washcloth hanging from her horn, utterly confused just happened.

Twilight ran out with a guilty look on her face. "I'm sorry Princess, I didn't mean to-" She was interrupted as the Princess let out a gentle chuckle.

"It's alright Twilight. I guess all ponies need their private time to think and what not. But if you need your privacy, you can simply ask," Celestia chuckled, the fact that a filly sent her flying out of her own bathroom long forgotten.

Twilight still felt bad about the whole thing, a light blush appeared as the Princess pulled her into a hug. "I take it you are finished then. I feel a bit unclean from dealing with the nobles. I still wish to talk to you tomorrow about what happened earlier, Twilight, but for now, enjoy your night," Celestia stated, giving Twilight one last smile before disappearing into the baths.

Twilight was going to head for bed, but she felt conscious of her penis in a manner she had never encountered before. Her rational mind was overcome by desire as she ran into the storage closet next to the bathroom.

She cast an 'Open Window' spell on the wall, giving her full view of Celestia's wet body. The princess' mane ran down her form like a river. She was giggling to herself as the wash cloth swept over her body.

The purple filly felt her member betray her as she absorbed the statuesque curves of her mentor through a magic window. She gave her hardening member an annoyed glare.

Twilight has never been in a situation like this before, her penis growing erect from simply watching the princess bathing. Twilight's hoof cautiously touched her purple phallus while her eyes glued themselves to Celestia. She let out a quiet gasp when her hoof touched the shaft, surprised by its sensitivity.

She swung her view from the princess' bathing to her hoof rubbing the edge of her dick to ensure she wasn't going to hurt herself. She slowly placed the other hoof on her cock and stroked in time with the first hoof. When she found an enjoyable pace that left her giving off quiet grunts, she fixated on Celestia once again.

Her eyes went wide when she found the princess washing her nethers, letting out soft murmurs as the cloth caressed her private place. Twilight began to breathe heavily, her hooves working her shaft faster. She sucked in a breath to keep herself quiet.

Celestia stood with her rear pointed towards Twilight's hiding spot. She levitated the bucket of water into the air to rinse the suds off her form. Twilight took in the view of the pastel mane clinging to Celestia's body, making the princess look far more 'enticing' than usual. Another bucket rinsed off her backside, giving Twilight a full view of Celestia's pussy.

The poor filly couldn't take it anymore and let herself go. She sprayed the wall with her seed. Twilight panted as her cock painted the small storage closet. After she regained her senses, she realized that she not only masturbated to Princess Celestia but also made a mess. She tried to scrub some of it off with the scrubs and towel in the closet, but there was just too much. A few of the mops and brooms feel down, the noise freezing Twilight in place.

She knew that the commotion might alert the guards or worse, the princess, so she teleported to her room as quickly as she could.

Celestia walked out feeling refreshed. She popped out to check the storage closet, knowing there was an 'Open Window' Spell put there very recently. Despite knowing it was there, she couldn't tell who casted it. She peeked inside to find several ruined towels and scrubs with various strings of semen along the lower walls of the room.

A patrolling guard noticed this odd scene and let out a cough. "Well, whoever your admirer was Princess, he's certainly a healthy colt," he sputtered awkwardly.

"Indeed, did you happen to see anypony run by you on your patrol?" Celestia asked.

"No ma'am."

Celestia shook her head in annoyance. "Search for any male unicorns in the area, and if you could, get somepony to spell-ward the bath walls. Evidently I was wrong when I thought I wouldn't need it for bathing."

Ashamed of herself, Twilight walked to the bathroom that was connected to her room. Her erection had begun to weaken but Twilight felt that it was far too slow a process. She quickly cleaned herself - with cold water, of course - before making her way to bed.

She found the infantile Spike still sleeping in the basket by her bed, sucking on his tail. Twilight gave him a soft smile before climbing into bed for a nice deserved rest.

~Dood~

The next morning was not going to be a repeat of what happened yesterday, Twilight could feel it. Rather, she couldn't feel it as her morning tea took care of business. She strolled to school with a spring in her step, coming across Lyra as she walked down the street.

"Hey Twilight, good morning," Lyra shouted, waving to the purple unicorn.

"Good morning Lyra, I take it your practice went well?" Twilight asked, now walking beside the mint unicorn.

"It's pretty good, but the strings were weaker than I thought. The second string snapped midway through a song; it was so depressing," Lyra sighed.

"Oh, that bad?" Twilight added.

"Yea, but I'm getting ahead of myself. I see you're cheerful this morning," Lyra said, noticing that Twilight's horn wasn't giving off a continuous glow.

"Yup, I think today is going to be better," Twilight stated, pumped to begin school.

"So that thing that affected you yesterday is gone?" Lyra asked.

"Oh that? It was just a magical flux that caused my magic to leak, no big deal, nothing to look into," Twilight answered, chuckling awkwardly.

"I see," Lyra uttered, silently vowing that the purple mare wasn't going to leave her sight.

Throughout the course of the day, Lyra was true to her vow. Each class the two shared she didn't notice anything out of place. It was just a normal day, as if yesterday hadn't happened. The musician couldn't accept that; she didn't believe in coincidence. During lunch break, she followed the purple unicorn into the bathroom, hiding in one of the stalls. Obsessive? Maybe, but her heart was in the right place. Straining her ears she could hear Twilight muttering.

"Okay Twilight, think. Sunset Shimmer was being flirty with Flash Sentry, which caused her intentions towards me have the opposite reaction. I should have gone straight to bed after my bath, this whole thing is stupid," Twilight uttered, sitting in a stall next to Lyra's.

Lyra's brow furrowed in confusion as Twilight quietly dictated how she would get Sunset back by making her eat grass while Twilight rutted and belittled her. The musician knew that Twilight would never go through with such a claim but the purple mare was allowed to fantasize.

The bathroom door opened as two mares walked in. Lyra and Twilight went quiet as the new arrivals started chatting.

"Can you believe that Sparkle kid? I bet just because she's the Princess' Student she thinks she can have any colt she wants," one of the fillies stated. Lyra recognized the voice as Sunset Shimmer.

"Oh I know, I bet she'd kiss any colt on the first date… too bad the nerd is too much of a coward to do anything. She needs that dyke, Lyra, to save her," The other filly said. Lyra got annoyed as she identified the second voice to be Diamond Mint, a pony that was Tartarus-bent on insulting Lyra for 'liking mares'.

"You know, I bet Lyra and Twilight make out all the time, you think they're doing that now?" Sunset laughed.

"Right, the teacher's pet probably doesn't like fillyfoolers. I bet she doesn't know that Lyra is one of them. I would love to see Twilight run away in fear, scared that Lyra might pounce on her and turn her into one," Diamond said. As the girls walked out of the bathroom laughing. That left a very angry mint unicorn and a half frustrated, half confused purple unicorn in the stalls.

Lyra stepped out of the bathroom and pretended that Sunset and Diamond's chat never happened. She washed her hooves as Twilight tentatively walked out, shocked to see her friend there. "I know you're there, Twi."

"Lyra, when did you come in? After they left?" Twilight asked, her invisibility spell functioning once again.

"I walked in here before you did. I heard what they said, and I'm sure you did too," Lyra uttered, slouching her shoulders. "So, I guess you know, huh?"

"Yea… I guess I should have known, but why?" Twilight asked.

"Colts always seemed boring to me, I guess. Not too much to say. What about you?" Lyra asked, hopeful that Twilight wasn't prejudiced.

"To be honest Lyra, who you like is your choice," Twilight said softly. Lyra smiled as the two of them hugged.

Lyra's smile faded to confusion as she felt something press against her chest. "Twilight, what's touching me?" She asked.

Twilight broke the hug drastically and fell back into the stall she was in. Not a second later the bathroom door opened to reveal more fillies. Lyra panicked and dashed into the stall Twilight was in.

There was a very awkward silence between the two as they waited for the fillies to leave. Twilight sat on the seat while Lyra leaned into her, both mares trying to balance themselves on the one toilet seat.

They both let out a sigh of relief as the newcomers left. Lyra turned to Twilight. The thing poking her was now pressing into her lower back. "Okay, what is poking me? Is that your hoof or your horn?" Lyra turned all the way around. She noticed that Twilight's hooves were nowhere near her and her horn was self-explanatory.

Twilight grinned sheepishly; her face burning bright red from embarrassment. "Um, it's not what you think," Twilight replied.

"Is that an invisibility spell?" Lyra asked, poking at air yet definitely touching something. "It feels like it's connected to your…" It was Lyra's turn to blush heavily as she staggered back, realizing what Twilight was hiding.

"I can explain, honestly," Twilight stammered, scared to lose her only friend at school.

"I guess…the whole fantasy of you rutting Sunset wasn't all too weird now, huh?" Lyra spoke, gazing at the empty space where Twilight's cock should be.

"You heard that?" Twilight asked, receiving a nod in reply. "Well, Flash Sentry asked me to help him with astronomy homework, and I accepted. Sunset saw this as him wanting to date me, so she… tried to seduce him, but in actuality, got me all bothered and broke my medicine's effects."

"Medicine?"

"A special tea I drink that hides this," Twilight sighed.

"Can I see it?" Lyra asked, now curious about Twilight's hidden appendage.

"What? I don't know if that's such a good idea. I mean… won't we be late for class?" Twilight whispered. She checked her time and gasped. "We have two minutes before we're late!"

"Alright, but meet me after school. Please?" Lyra asked, Twilight thought about it, hesitantly nodding as they left the stall and ran out the bathroom.

~Dood~

Twilight didn't much care for how the day was going. Lyra knew about her; a secret she tried so hard to keep, only to be discovered by her own hubris and Sunset being a flirt. Now she was on her way to Lyra's place.

Lyra was a few paces ahead of her purple friend, her thoughts in utter turmoil over the new information she had.

Lyra opened the door for Twilight, letting the purple mare in first. The scholar was escorted to mint mare's bedroom, something Twilight was not expecting. "Alright, so let's figure this out. You are apparently a colt," Lyra said, still trying to process what she'd learned earlier.

"Actually, I have both. It's weird I know but…" Twilight muttered.

"Both? Can I see? I need to know if this is true," Lyra stated, her curiosity had been peaked hours ago.

"I'm not sure, we are friends but… isn't this just strange?" Twilight asked, unsure what to make of the situation.

"How bout we sit down and show each other what we've got?" Lyra suggested. The idea piqued Twilight's interest, much to her chagrin.

"I… guess that could work," Twilight said. They both sat on the ground, hind legs apart, as they viewed each other's body. Twilight stared at Lyra's crotch for a moment, amazed by how small and frail the mint mare's vagina appeared underneath her tits. She also noted the small bead of liquid that trailed out of it and onto the carpet.

Lyra however, only saw Twilight's own pussy, mirroring what she had. "Forgetting something?" she asked. Twilight came back to reality and revealed herself. For a stallion, Twilight wasn't the biggest, but for a filly, she was big. There was nearly eight inches lying on the floor between Twilight's legs, semi-erect.

The mint mare stared in awe at the purple cock, looking back up to Twilight to find that she was trying to hide her embarrassment with her hooves. "Wow… just wow," Lyra said, leaning over to touch it with a hoof.

The contact made Twilight jump a little, startled by her friend's hoof. "What are you doing," Twilight whined, shocked by Lyra's actions.

"Sorry, I just… really wanted to touch it for some reason," Lyra said. She noticed that Twilight was getting harder as time went on, and Twilight noticed it too, becoming more annoyed by the second.

The purple unicorn got up and quickly turned to the door, letting out a small gasp as her hard cock slapping between her hind legs. "Oh no, not again… Can I use your washroom for a moment?" Twilight asked.

"I… got a different idea. It is sorta my fault you're hard now, so maybe I can help you take care of it?" Lyra asked, her face going beet red.

"I-I dunno, this seems sudden," Twilight stuttered, very much out of her comfort zone.

"Look, we'll… please each other with our hooves, so it's fair. We both get some relief and you don't have to walk home with a boner," Lyra suggested. Twilight, against her better judgement, was considering the idea.

"I guess, but how will we do this?"

"Well… I guess we could sit next to each other… no I wouldn't get a grip on you and it would be just plain weird. How about we lie on our sides, our heads near the other's crotch, It gives us a better view of the other and we'd still have access to our hooves."

"I guess it could work, but won't this just be awkward later down the road?" Twilight asked, worried about damaging her friendship with Lyra.

"It'll be awkward for a while, but we'll get back to the old days of me yelling at music stores for having shoddy instruments and you tutoring me about this and that,"

Twilight nodded and walked closer to Lyra. As the mint unicorn instructed, the two laid on their sides. Lyra got a face full of purple maremeat, while Twilight gazed at Lyra's slightly moist marehood.

Lyra ran a hoof along the cock's side, watching Twilight shudder from the touch, while Twilight tentatively touched her friend's entrance with her hooves. The purple mare spread the mint lips, watching in awe at the tiny opening, wondering how anything could fit in there.

Lyra was a tad confused, as her hooves touched and rubbed Twilight's shaft. Being a fillyfooler, she'd never given any thought to handling a penis. Suddenly she remembered the thing colt's liked to talk about getting from a mare: oral sex. The thought turned her face a darker shade of red than it already was. "Sorry Twi," she uttered.

"Sorry for wh-AHH!" Twilight shrieked as she felt Lyra's lips capture her cockhead.

Lyra nudged her head forward to take a bit more of the girth into her mouth, letting the salty taste linger on her tongue. From the sound of Twilight's moaning, the musician guessed she was doing something right.

Twilight bit her lip as her friend fellated her, writhing from the new experience. Feeling that she should exchange the favor, Twilight lunged forward and attacked Lyra's outer lips with her tongue.

Lyra moaned around Twilight's dick when she felt the purple mare's slippery muscle teasing her. She gripped her hoof around Twilight's cutie mark, forcing more of Twilight's cock into her maw.

Twilight's tongue caressed the musician's pussy lips; her tongue sliding across Lyra's clitoris. The tongue on her clit made Lyra moan, the vibrations of which only served to excite Twilight further. Finding the results favorable, Twilight continued to play with the pink nub.

Lyra felt her orgasm rush through her, her fluids leaking onto Twilight's tongue. The purple mare tasted her friend's pussy juices before lapping it up in a lust addled frenzy.

Twilight was forced to stop as she felt her cock shoot her load into Lyra's unexpecting mouth, the mint mare took her head off the throbbing member, the next few loads spraying onto her face.

"Sorry…Lyra… it felt really good," Twilight panted. She staggered onto her hooves, while the mint mare levitated a random cloth to wipe the cum off her face.

Lyra turned to her friend to find that Twilight's cock was still hard, "Uhh, Twi?"

Twilight turned her attention to Lyra, then found what she was directing to, "Oh come on," Twilight groaned.

Lyra rubbed her chin, thinking of a solution. Her next idea made her blush more so than earlier. "Uh, maybe you need to more stimulation?" she squeaked.

Twilight stared at Lyra, her face a cross between hesitation and anticipation. As she stared Lyra spun around and presented her rear. "When…Whenever you're ready, Twi," Lyra said, nervous but very needy.

Twilight swallowed a ball in her throat as she approached the mint unicorn, rearing up onto her. She positioned herself accordingly, her cock rubbing against Lyra's pussy.

Lyra winced as she felt the purple mare's cock slide against her lips, trying to enter her. She gasped as Twilight's cockhead slid in, slowly spreading her. Her moans drowned out Twilight's grunts.

"Sweet Celestia," Twilight groaned. She thrust her cock deeper, fighting the grip of Lyra's pussy every inch.

She pushed forward until she reached a wall, realizing that she'd reached the mint unicorn's hymen. She looked down to the musician with a worried expression. "Go for it, Twi," Lyra cooed. The purple mare nodded before breaking past it, causing Lyra to groan in the slight pain.

"Are you alright? Should I-"

"No, just keep going." Lyra gasped. Twilight was hesitant, but she pushed onward nonetheless, hilting herself in her school friend. She let herself and Lyra get used to the new pleasures that visited their senses before she began to piston her hips hard.

Lyra bit down on her hoof, feeling Twilight pound deep into her. She ground her rump into the purple mare's hips. Her body shuddered as Twilight reached down to caress her cutie mark.

Twilight winced as the tight walls of Lyra's vagina suddenly tightened and started to milk her dick. She moved her hips faster, forcing a gasp out of the mare below her.

Twilight arched forward, placing her hooves on each side of Lyra's barrel, rutting Lyra's pussy faster and harder as she felt her orgasm coming closer.

Lyra gritted her teeth as she felt Twilight's cock throb inside her, growing bigger inside her pussy. Her eyes widened as she realized what Twilight was about to do. "Twilight, pull out!" Lyra cried.

Twilight snapped back to reality as she tried to pull herself out. Her penis' swelling and Lyra's pussy clamping down made it a chore to get out. With a grunt of effort, Twilight's meat popped free.

With her cock free from the tight prison, Twilight fell on her rump and began to rub her cock with her hooves. Lyra turned quickly to help the purple mare. She licked the throbbing mass until Twilight's orgasm came, the spunk flying into the air and glazing both mares.

They both collapsed on the ground, panting for breath. After a few minutes they met each other's gaze, smiling awkwardly. "Does this make us…" Twilight asked, unsure.

"Maybe, we'll see how it works alright?" Lyra replied, smiling at her friend. "Can you help me clean up here? My parents would kill me if they thought I had a colt over and let him 'do' me." Twilight nodded as they started mopping up the mess.

~Dood~

Twilight sighed at the memory. They had agreed to be 'friends-with-benefits' after several chats. The whole thing still felt awkward to the purple unicorn.

The two mares continued their 'escapades' for a few years until Twilight's studies were relocated to the castle indefinitely when they graduated.

Lyra eventually found love with an Earth Pony named Sweetie Drops, although most ponies called her Bon Bon. Twilight had found that out when she ran into Lyra again during the first few months in Ponyville. It had been an interesting meeting; neither knew the other was in Ponyville until then.

Twilight was happy for the mint mare, but a part of her would miss her... even if it was a weird relationship.

"Hey Spike, is Twilight around?" Twilight heard a familiar voice from below.

"Yeah, she should be upstairs," Spike replied.

Twilight turned to her old friend with a soft smile. "Hey Lyra, what's up?

"Nothing much 'Egghead', just decided to stop by and catch up," Lyra replied, walking over to one of the tables for her and Twilight to speak.

Little did they know that in about an hour they'd be sweaty, horny, and very nostalgic.


	2. Chapter 2

[Tags: {Twilight/Pinkie}Futa/F, Oral, Anal, Vaginal]

Pinkie Pie walked down Ponyville's main street; looking for Lyra Heartstrings. Bon-Bon had asked her to find Lyra, saying that she needed her help back home. Always happy to help a fellow pony, Pinkie set off to locate the missing Aquamarine unicorn.  
>Pinkie began by asking various ponies the same question: "Hey there, have you seen Lyra?"<br>"Sorry Pinkie, I haven't seen her all day."  
>"I don't recall seeing Lyra today, have you tried the park?"<br>"I have no clue; please stop flashing that light in my eyes."  
>"Nope."<br>This wasn't going as well as Pinkie first though, until she saw Lyra limping away from the library, with a smirk on her face. "Hey Lyra, Bon-Bon asked me to find you, why are you limping? Did Twilight hurt you? Twilight doesn't hurt ponies, and why were you smiling? I don't think getting hurt makes ponies smile; maybe I'll try that later." Pinkie said rapidly, taking the musician by surprise.  
>"Hi Pinkie, Bon-Bon is looking for me? Don't worry about the limping, and thanks." Lyra said, now looking worried as she headed home. Pinkie was now curious about what could have happened in the library, she turned to enter the building to have a chat with her smarty-pants friend.<br>"Hey Pinkie, what's up?" Spike said, reading a comic book. "If you want to speak to Twilight, she should be in her room; she and Lyra had a really long talk, which is weird because all I heard was Lyra and sometimes Twilight." He continued,  
>"It's all right, Spikey-Wikey. I'm here to check up on Twilight, so leave this to Auntie Pinkie." The party pony claimed, patting Spike on the head before ascending the stairs. She enters the door to see Twilight patting herself down with a towel, with an satisfied look on her face. "Hey Twilight!"<br>"Pinkie? What are you doing here?" Twilight said, she turned to her energetic friend still towelling herself off.  
>"Can I help you with something?"<br>"Hi Twilight, I saw Lyra walking out of the library with a weird limp and a smile on her face, and I thought something weird happened, she told me not to worry about it, so I decided to ask you, since Bon-Bon wanted to talk to her. So what happened between you two? Anything I can help with?" Pinkie said, looking to Twilight with a big grin.  
>"Nothing happened between us, it was just chatting between two mares." Twilight exclaimed, taking a single step back away from the party pony. Pinkie look confused then stared at Twilight, trying to get her to talk. "I swear, we just talked; thanks for visiting." Twilight continued, giving an awkward smile.<br>"Okie Dokie Lokie!" Pinkie said, hopping out of the library, not before hearing a sigh of relief from Twilight. "You can't hide whatever it is your hiding from me forever, Twily." Pinkie muttered with a sinister grin, as she left the library, planning and prepping for Project: Twilight's Super-Secret That Involves Lyra!  
>~Dood~ The next day, Pinkie was now camping out in the foliage of Twilight's library. She spotted the pony reading a very boring book, so boring that Pinkie fell asleep watching Twilight read such a boring book; she snapped herself awake, looking around to see that Twilight wasn't at the spot she was at a while ago. Now desperate, Pinkie jumped out of the tree, and started to search for the librarian.<br>Minutes passed as Pinkie searched around for Twilight, spotting her talking to Fluttershy and Rarity. "Well, it has been nice chatting with you girls," Twilight said, waving good bye before disappearing into the market.  
>Pinkie quickly snuck up on the confused mares, "What did Twilight say?" She said, startling Rarity and scaring Fluttershy.<br>"Don't do that Pinkie, you nearly gave me a heart attack," Rarity scolded. "We asked Twilight about her day, and she told us that Lyra wanted her help finding a gift for Bon Bon. Why, may I ask?"  
>"Because I think there's something that Twilight isn't telling us, this morning I saw Lyra walking out of the library with a limp and a smile. Did they have a argument? Did they... Is Lyra cheating on Bon Bon with Twilight?" Pinkie asked in a whisper.<br>Fluttershy, now back on her hooves, blushed at Pinkie's conclusion. Rarity, on the other hoof, scoffed at the accusation. "I highly doubt it, have you seen the looks those two mares give each other? Lyra and Bon Bon were almost made for each other. However, it would be rather odd for Lyra to walk out with a limp and... a smile you say?"  
>"I don't think it's nice to try and spy on Twilight, Pinkie. It could hurt her feelings," Fluttershy uttered.<br>"But..."  
>"Oh come now Fluttershy, it's just a little gossip. I'm sure Twilight can manage," Rarity said. "I know I shouldn't be curious about a dear friend's secret but the gossip feels too juicy to pass up. I will promise not to spread it however. Now what have you learned?" Rarity asked, now holding Pinkie's face in her hooves.<br>"I learned that Twilight is a very boring pony to spy on, and she has a secret involving Lyra," Pinkie replied.  
>Rarity sighed when she heard this information, "Well be sure to tell me when you know, okay dear?" She turned to Fluttershy who was giving her a disappointing look, "It's just some harmless gossip, what's the worst that can happen, we find out that Lyra and Twilight are 'friends-with-benefits'?"<br>The party mare frowned, Rarity and Fluttershy didn't help and she was wasting time, Twilight must be found, and her secret must be laid bare!  
>Pinkie, now on full alert, found Twilight in her library; now Pinkie would find out about Twilight, even if she had to break into Twilight's house and search the whole building. And based on what was happening at this moment, she probably would.<br>~Dood~ Later that night, just as she promised herself, Pinkie snuck into Twilight's room, searching for anything Lyra involved. Opening books, checking closests, and even looking within the cracks between the wall and bookshelves. She went to check underneath Twilight's bed, finding a few dirty magazines, Pinkie went through them. "So Twilight is a fillyfooler, but that doesn't mean she and Lyra are doing things." She whispered to herself. She went over to a checklist that was laid out for the next day, it seemed rather normal except for the first thing seemed suspicious. "Odd, why is there two separate times to prepare tea? And they are back to back, like they could have been done at the same time." Pinkie reasoned, heading to the kitchen. She looked into the cupboard to see several tea canisters; she looked into the back to see that there was one with Twilight's name written on it. She took it and looked inside, it smelled like medicine, definitely not normal tea.  
>Pinkie rushed back up to Twilight's room to find her bathroom; she went in to find any clues, nothing. There was nothing that Twilight has that would prove that she and Lyra were friends with benefits. She walked up to Twilight's sleeping form to mutter an apology for breaking into her home, when something caught her attention. There was a lump in Twilight's bed sheets, Pinkie took her hoof to pat it down, to see that it wasn't going away. Each time her hoof taps the lump, Twilight lets out a groan. Pinkie thought this was weird and decided to see what this problem is first hand, by lifting the covers over the lump.<br>"Twilight!" Pinkie yelled to wake her friend up, Twilight was half conscious, looking at her friend with disdain, this even shook Spike awake. "Twilight, somepony cursed you to have the biggest pimple in Equestria's history between your legs, we have to send a letter to the Princess, she might know what to do." Pinkie cried, shaking Twilight back and forth, Twilight woke up at the sound of 'between your legs' and used her magic to cover herself.  
>"Pinkie, what are you doing here?" Twilight demanded, glaring at her party friend. Spike walked over to Pinkie to see this 'biggest pimple' to see Twilight's bed sheets.<br>"Pinkie, what are you talking about biggest pimple?" Spike said, now sitting on Twilight's bed, with a huff, Pinkie grabbed the covers and removed it from the bed with a mighty yank, to show the world Twilight's 'pimple'. "Um, Pinkie, that's no pimple." Spike said, eyes, wide at what his closest friend was packing.  
>"Well it can't be a penis, only stallions have that, silly. What else could it be?" she asked, now poking at the rod, Twilight went to slap Pinkie's hoof away, she sighed.<br>"It is a penis, I was born with this." Twilight said, looking to the ground for comfort. "I tried to hide this but I messed up during school, and Lyra found out."  
>"So that's why you were late to the Princess' lessons sometimes." Spike said, realization coming to him. "But how did you hide this from me, your parents, and the princess?" he asked, now curious.<br>"My parents already knew, and so do a few doctors. I always drink a special tea in the mornings to make it hide, so I can keep it a secret." Twilight explained, Pinkie and Spike both realize what tea she meant. "Yea, the tea that has my name on it in the cupboard, I assume you went thought there before bothering me." She said, still steamed that she has to explain this.  
>"Wait a minute, you are a mare with a dick. You know what this means Twilight? We mares have an extra stallion to go after when we're in heat. This will be so great, especially when the girls find out." Pinkie's talking was stopped by a purple hoof in the mouth.<br>"What part of secret do you not understand? I never wanted any pony to know I had this, not even Spike, but now he knows." Twilight grumbled, looking to Spike who was still surprised.  
>"Wait; would that make you my brother? And for that matter, so what that you have male parts, you are still you, Twilight." He said, going over to hug Twilight's side, trying not to touch the purple cock.<br>"If you don't care so much, why did you try to avoid it?" Twilight asked, Pinkie was trying to stifle a laugh.  
>"Back in Canterlot I heard a bunch of guards were going off on 'don't cross swords' after that gay wedding two of the guards had. So, I guess it's a guy thing." Spike tried to explain, rubbing his neck awkwardly.<br>"Very well then, so you two promise to keep this a secret?" Twilight said, glaring at the two individuals. Spike gave her a thumb up.  
>"Cross my heart, hope to fly. Stick a cupcake in my eye." Pinkie said, with gusto.<br>"Good, now I'm going to bed. Good night." Twilight said, levitating her sheets to finally get some sleep.  
>"Hey Spike, can you go downstairs for tonight? I want to send some time with Twilight." Pinkie asked, giving him pleading eyes. He simply looked at the pink mare with a deadpan look.<br>"Why?" he asked, expecting a really good reason why he should move his bed, just so Pinkie can have her way with Twilight.  
>"Cause this is the first time I have ever heard of a mare with a dick, and it sounds pretty hot, and now that I know that one of my best friends has a penis, think of it as 'advancing our friendship'." She said, with a blush and a smile, Spike sighed and picked up his basket, as Pinkie jumped into Twilight's bed.<br>"Pinkie, what are you doing." Twilight asked, as she felt her friend's hooves stroking her sides. Pinkie nibbled on the purple pony's ears, as her forelimbs hugged Twilight; one hoof was moving down to Twilight's cutie mark, rubbing it to get the librarian to moan.  
>"Just let Auntie Pinkie take care of you." The party mare said, now kissing the back of Twilight's neck; Twilight wanted to get out of there, but her body was giving in to her pink friend. "Now let's see what I get to play with." Pinkie whispered, sliding away from Twilight to roll the purple mare onto her back. Pinkie's smile grew as she saw Twilight at her full length of twelve inches. "Just the right size, I think." Pinkie's voice was dripping with seduction, as she started to suck on the purple member before her.<br>"Pinkie…" was all Twilight could muster, as the element of laughter was sucking her cock, though Twilight didn't want to admit, it felt better than when Lyra did it for her. Pinkie's tongue danced all around her length, touching all the best places; Twilight had to hold fast, and she didn't want to embarrass herself any further by cumming early. Pinkie's hoof slipped underneath the cock, and started to prod Twilight's cunt, giving Twilight a dual sensation. Twilight couldn't hold on anymore.  
>"Pinkie, I'm cumming." Twilight cried, Pinkie's eyes went wide for a moment, surprised by the sudden amount of Twilight's seed entering her mouth, but they closed again as she started to slurp what she could of the purple mare's spunk, some of the fluids escaping her, only to land on her face. Several more loads came up to fill Pinkie, as Twilight lied back, dazed. "Where did you –gasp- learn to do that? Why did you?" Twilight asked, her breath escaping her, as she saw Pinkie's mane and face nearly coated in her seed, feeling proud in a weird way.<br>"I figured an egghead like you would know about the Ponyville heat. Plus the fact I'm the party mare of Ponyville, I picked up a few things; Mr. Cake's collection helped too." Pinkie replied, licking the seed off her face and depositing it into her mouth. She reached over to kiss Twilight on the lips; her tongue was attacking Twilight's own while forcing the purple mare's own spunk into her mouth. "I think you taste pretty good, what do you think?" Pinkie asked, now standing above Twilight.  
>"Salty, but with a hint of ambrosia? I guess it was okay." Twilight answered, still dazed from the blowjob Pinkie gave her. Pinkie grinned as she stepped off the bed.<br>"Twilight, do you plan on riding this pony? Or were you going to sit there with me unsatisfied." Pinkie asked, Twilight wanted to lecture Pinkie about the creepy pun she used, but her mind was a million miles away at the moment. Twilight got off the bed, watching Pinkie put her front hooves on the bed, while shaking her rump Librarian slowly made her way to her friend's rump, placing both hooves above the balloon cutie marks. Twilight smiled as she felt her length rub between Pinkie's cheeks, as she arched forward to kiss Pinkie on the back of her neck. Twilight used her magic to position her length to enter Pinkie, and thrust forward gently, slipping only the head into the baker's snatch.  
>"Bigger than I thought, -oh- keep going." Pinkie moaned, feeling Twilight pushing more of her length into Pinkie's cunt. She soon felt Twilight pressing into her flanks, as Twilight pulled out a few inches to hammer it back in. Pinkie was unaware the bookworm could have this sort of strength.<br>"I'm sorry if I'm hurting you Pinkie, this just feels so good." Twilight said, the sound of the purple flesh slapping pink flesh echoed throughout the library, louder than the door being bashed by Spike's claw, trying to tell them to keep it down. Pinkie turned her head and kissed Twilight.  
>"Don't worry…oh….Twilight, I have had…Sweet Celestia…bigger, I got one cider season…damn…and had sex with Big Mac, he's bigger then you…right there…by a few inches, but you make more cum than he does." Pinkie said, the purple mare picked up the pace as she started to thrust harder into the party pony, Pinkie's forelegs couldn't sustain her weight as she fell, letting Twilight have her way with Pinkie's flank. "OH CELESTIA, YES!" Pinkie cried, her mare juices covering Twilight's length, and the two mare's thighs, her twat clamped down on Twilight's length, trying to milk it for all it's worth.<br>"I'm about to cum, Pinkie." Twilight said, waiting for some sort of direction for the party mare.  
>"Outside, I don't think I can take care of children yet." Pinkie said; Twilight tried to take her length out only to find that Pinkie's pussy had been trying to keep her in.<br>"Pinkie, let me go; or, I'm going to cum inside." Twilight said, now frantically trying to leave the party mare's orifice. Just as Twilight pulled out, she came, coating Pinkie in her spunk, Twilight was feeling rather proud to make Pinkie take a breather, even in something like this. Twilight also wanted more; she leaned over to Pinkie's ear. "Ready for the third round?" she asked the pink mare. Pinkie didn't have the energy to speak, she merely nodded. With a smirk, Twilight repositioned to enter Pinkie's backdoor. "This might hurt so, tell me when to stop." Pinkie picked her head up to see what Twilight was getting at, feeling the librarian's cock probing her rear exit.  
>"Be gentle, I've never had anything up there." Pinkie muttered, bracing herself for the worst, Twilight ran a hoof around to gather her seed to lube Pinkie's butt, to get her ready. Now satisfied with herself, she prodded the small hole with her large dick, and slowly pushed her way in, Pinkie clenched her teeth at the intrusion, but happy that Twilight hasn't hurt her upon entry. Twilight slowly pushed her cock into Pinkie's anus till she hilted herself, letting Pinkie get use to her size.<br>"I'm going to start moving now." Twilight whispered, and slowly started her pace; it was a lot tighter than Pinkie's pussy, and hotter. Twilight's pace increased till the sound of Twilight hitting Pinkie with her body was mixed in with Pinkie's moaning. Pinkie was on cloud nine, the combination of Twilight's caring and the force of Twilight's thrusts were overpowering her senses. Pinkie came again on the bed, Twilight barely taking notice of the fact, as she tried to show the party mare a good time. Twilight arched down to nibble Pinkie's ears or rub her while she thrust into the baker's hole, both of them loving the feeling.  
>The orgasm took Twilight by surprise this time, painting Pinkie's bowels with her seed. "I'm sorry Pinkie, I didn't warn you." Twilight with a worried look.<br>Pinkie tried to turn around and gave Twilight a kiss on the unicorn's lips. "I loved this, I wanna stay this way for a while, so let's get some sleep, okay?" Pinkie said, her tone was rather somber, Twilight nodded, as she lifted herself and Pinkie into bed, the two still connected, as they feel asleep, with Pinkie in Twilight's hooves.  
>~Dood~ "Wakey, Wakey, Twiley" shouted Pinkie, causing Twilight to yelp in surprise.<br>"Pinkie? How are you today?" Twilight asked, rather unsure of what to make of this situation. Pinkie smiled and kissed Twilight on the lips.  
>"I made breakfast and made you some of that tea-medicine, come on down." Pinkie said with glee, as Pinkie hopped away, Twilight noticed that there was still some of her sperm oozing out of Pinkie's bottom. She sighed and got ready for a new day.<br>"Last night was so fun, Twilight; I wanna do it again, maybe this weekend?" Pinkie said with enthusiasm, Twilight made an awkward grin, while Spike facepalmed.  
>"Let me know ahead of time, so I can find a place to stay while you two do it. It must be Pinkie because Lyra was never that loud." Spike complained, dark rings around his eyes.<br>"Thanks for breakfast, Pinkie. I'll see you later, I guess." Twilight said, still unsure about what happened between the two mares.  
>As her answer, Pinkie hugged Twilight from behind and whispered "I really did like last night, and don't worry; I won't tell anypony." Before hopping off out the door, Twilight was feeling hot, and ran upstairs. Spike heard the shower going off, shaking his head.<br>"Twilight, I know I promised you to keep your thing a secret, but if the town does find out; you have to play as my wingmare for Rarity." Spike yelled, hearing a groan past the sound of running water. 


	3. Chapter 3

[Tags: {Twilight/Daring}Futa/F, vaginal]

Saying that Twilight was excited would be a gross understatement and the word ecstatic was two levels short of the high she was feeling. Twilight Sparkle had been personally requested by Princess Celestia, her own mentor, to attend an important gathering of experts in the field of magic and magical artifacts. This convention was attended by a very select few Very Important Ponies, and thus was given the most royal of all parties; a ball. The Royal Ball of Magic was originally intended only for Unicorns, but as pegasi and earth ponies started to learn more of artifacts and their uses, the ball had extended to welcome the additional tribes with open hooves. Twilight Sparkle was finally in the one place where she could be appreciated for her vast knowledge and could engage in conversation with similar ponies without having to dumb down her vocabulary or explain the entire concept from the beginning.

Being the Element of Magic, she was naturally swarmed by various scholars, professors, and experts that wished to study the Elements. She was bombarded with questions regarding how the elements worked, how friendship could beat the monstrous might of both Nightmare Moon and Discord, and whether the elements were akin to the might and power of Princess' Celestia and Luna.

Twilight did her best to keep the knowledge greedy ponies at bay all night with her theories or, in several cases, flat out denial. She caught herself using the phrase 'we are unsure of the nature of the Elements of Harmony at this time' more than she had ever imagined herself doing. Most ponies ended up being disappointed with her responses and almost all gave her invites to their university or private lab for testing these theories.

One expert in particular was anxious to meet the Element of Magic. Her deep blue ball gown accentuated her tan coat and the several shades of grey donning her mane and tail with a grace normally reserved for nobleponies. This explorer had embarked on many dangerous adventures and was as experienced in magical items as most unicorns are with their horns, despite being a Pegasus. Her signature pith helmet was MIA for this extravagant ball, but make no mistake, Daring Do was on a quest at the very moment; meet the Element of Magic and discover its secrets.

Daring was having an incredibly hard time accomplishing this supposedly easy task at the moment. It seemed the entire room wanted a word with the purple unicorn that she could only get glimpses of every now and again when the herd of ponies in front of her shifted the right ways. Her patience was beginning to run dangerously thin. She contemplated shoving her way through on several occasions, but did not want to be kicked out and fail her mission.

The crowd finally began to clear as the scientists, professors, and other experts apparently got what they wanted from the Element and began to circulate around the large ball room. Finally, Daring saw her opening and rushed for the purple unicorn mare that was almost completely alone.

"Miss Element of Magic, Miss Element of Magic, may I have a moment of your time?"

Twilight Sparkle turned and was greeted by a tan Pegasus in a blue ball gown that looked strikingly similar to the fictional character Daring Do.

"Um," Twilight stuttered in shock for a moment, "I guess that would be okay."

"Great," Daring said as she took a deep breath, "I currently understand that the Elements of Harmony are a gathering of magical items including a tiara and five necklaces. Are these magical items tied to their bearers or can they be used by anypony? What is a 'Bearer of Harmony'? Is it true that Princess Celestia relies on the Elements when faced with foes she would rather not face as a sort of 'panic button'? Are you, I realize I don't know your name, as powerful as an alicorn with the Element of Magic?"

Twilight stood with her mouth open for a moment before composing herself again and answering the talkative and long winded Pegasus.

"My name is Twilight Sparkle, personal student to Princess Celestia, among other things. And who are you if I might ask?"

"I am Daring Do, conquerer of the Shifting Temple, discover of the Crimson Ruby, and expert on magical items."

Twilight Sparkle lost her composure for a moment, "Daring Do? I thought you were a fictional character; it's a real honour to meet you."

"Thank you Twilight Sparkle, I get that response quite often, as for my questions…"

"Oh right, your questions," Twilight took a deep breath, "I am pretty sure that the elements are tied to my friends and I. Each of the fragments of the Elements of Harmony mimic its bearing pony's cutie mark as well as their most unique and treasured value. Take my hard working friend Applejack for instance. As the bearer of the Element of Honesty it is impossible for her to tell a direct lie and must twist her words to even attempt to be truthful and secretive at the same time. As for being the 'panic button' for the Princess, I admit that it does seem like that at times from some pony's point of view. I view it as fulfilling my duty to protect Equestria and the ponies that live here and am always willing to help when the Princess calls."

A crowd had gathered as Twilight had begun her explanation and a round of stomping from the gathered ponies showed their appreciation as Twilight tried to catch her breath and Daring simply stared at the panting purple unicorn.

Daring took this time to examine the physique of the Element of Magic. She was surprisingly fit for all the studying and reading that she was rumored to do. Her curves appealed to Daring, rather adorable facial features, very intelligent, and a beautiful voice. Definitely the rare pearl within a sea of unkempt theorists, overpaid scholars, and the creepy admirers that populated the ball, a true shame that most of the mares in the room seemed to be lacking in some way or another. Hot or not, she still hadn't answered all of Daring's questions.

"You avoided the question of how powerful you are and doesn't that mean that the Princess is using you instead of fighting for Equestria herself?" Daring said; the ponies surrounding the two watched Twilight, waiting for her answer.

"I've studied with the princess for a majority of my life, I know she wouldn't use my friends and I unless she felt it was the best thing for Equestria. She works hard to protect the entire country on a daily basis and even raises the sun every day. I'm sorry Miss Do, but you're not giving the princess enough credit, she does her duty to defend her nation against all threats and lead us."

Daring was in disbelief of how high a pedestal Twilight had placed Celestia on. Does she really think that highly of her even after all the impossible tasks she has done for her?

"Then what did she do exactly when Discord attacked Equestria?" Daring asked. Many of the gathered scholars gasped when they heard this.

"She was preventing panic and organizing a defence. She even helped me regain my thoughts when I was abandoned by my friends after Discord turned us against one other. After that, I managed to help my friends regain their senses with a spell and confronted Discord once again. Without her guidance, Discord would still be terrorizing Equestria today." Twilight answered, her academic smile had long become a frown of determination that Daring found distractingly cute.

"Why didn't you use the spell that helped your friends sooner? Did it really take the Princess telling you what to do to save the day? And, you still haven't answered me how powerful your magic is in the first place." Daring pressed, turning Twilight's frown turned more of a sad look.

"You're right, I should have used it sooner, but Rainbow Dash, the Element of Loyalty, wasn't with us, and my only plan at the time was searching for the Elements that Discord stole. I was sure that if we found the physical elements, we would beat Discord no matter how bad things were going. I went as far as making my assistant, Spike, wield the Element of Loyalty, but it didn't work and I lost hope, which is partly how I formed my hypothesis on how the physical manifestation of the Elements are tied to the bearers." Twilight's face was becoming more downcast with each word and her voice dropped steadily in volume.

"And why was the princess organizing a defence at all if she was so confident that five mares lead by her protégé could defeat an ancient god of chaos? That fact tells me she had something at the back of her brain saying that you and your friends would lose to Discord. I can understand trying to prevent a panic, but why organize a defence when a god like Discord can bend reality and wipe out any defence the royal guard could muster?" Daring continued, well aware of the preverbal corner she had backed Twilight into.

"I don't know, maybe she was worried; maybe she knew I would underestimate him. I'm sorry I just don't know." Twilight cried, running away from the party.

Daring felt a little ashamed to put Twilight on the spot like that, even more to send the poor mare crying; but she just had to know what the Elements were and how they affected both their bearing ponies and all of Equestria. Against her better judgement, and the glares she received from the other academics, she followed the purple mare.

Daring Do wandered the halls of Canterlot Castle that ran off from the ballroom until she found an open door to a guest bedroom where Twilight was weeping. She felt like crap for making this potentially attractive mare cry.

"Hey, I'm sorry I put you on the spot like that. It wasn't very professional of me to do and I'm sorry."

The weeping had seemed to have stopped, although sniffles were heard, and it seemed as though Twilight Sparkle was at least listening to her.

"This was a bit personal because, before the return of Nightmare Moon, I went on an journey to find the Elements of Harmony. I found them deep in the Everfree Forest in the ruined Castle of the Pony Sisters, but they were simple, worthless stones. The worst part is that they weren't even all there. I couldn't find the Element of Magic among the ones present and I got so furious that I put myself through so much danger for nothing. Several years later, I heard that six random mares found the Elements and it gave them power to defeat Nightmare Moon. I guess you can say my pride was wounded, that I, an experienced explorer and discoverer, was beaten by a group of average ponies. I wanted to know more about the Elements that had evaded me when I learned that you, bearer of the Element of Magic, might give me answers beyond 'the Power of Friendship."

Twilight didn't budge from her spot and Daring took that as a sign to continue her explanation for her behavior.

"As for the princess, I have never completely agreed with how Celestia runs Equestria. True, Princess Luna has made it a little better, but some of the things Princess Celestia does still confound and infuriate me. Throwing six young mares into a pitched battle with a god, not once, but twice, with no prior knowledge of their foe, asking them to do the things she should be doing. As you said earlier, 'it's her duty to protect Equestria', thus it shouldn't be something you or your friends have to do for the Princess. Again, I'm sorry."

Daring finished apologizing and started heading out the door before a hoof tapped her on the wing. She turned and met the look of the tear stained unicorn. It took the unicorn several more minutes to speak to the apologetic Daring.

"I can understand taking pride in what you do Miss Do, I am proud of my studies, but taking it out on others won't help you. That coupled with the fact that I do not do well with on the spot questions, especially about Princess Celestia, made me react badly. I understand your position on Princess Celestia, but I cherish the time and experience she has given me. Without her guidance, I wouldn't be half the caster I am today. I would appreciate it if we didn't talk about her again." Twilight finished by floating a kerchief to her face and drying her tear tracks off her muzzle.

"I understand Miss Sparkle; I think we can try discussing the Elements again without making you uncomfortable." Daring said.

"Thank you and I'm sorry for running out on you like that." Twilight's adorable smile returned to her face.

The mares returned to the ballroom in good spirits and the ball continued rather well. Twilight discussed her magical studies the rest of the evening with several of her old professors and left the mystery of the Elements of Harmony to be discussed at next year's ball. Daring Do, after a scolding from her fellow colleagues, talked to the fans of her novels and discussed her various travels across the world until the hour was late.

~Dood~

Early the next morning, after the Royal Ball of Magic, found Daring Do on the Canterlot train platform. She found that she needed to see Twilight Sparkle again before the recluse could escape from her questions. Daring Do had still not gotten enough answers about the Elements of Harmony and their function. Another part of her admitted that she might just have wanted to ogle the pretty mare's flank again.

She was not disappointed either way as Twilight Sparkle waved and trotted over to her on the platform. "Good Morning Miss Daring Do, how are you?" Twilight said, smiling that innocent, sexy smile.

"I'm doing well, Miss Twilight Sparkle, how are you? I pray that you are feeling better about the misunderstanding yesterday?" Daring asked; still worried about Twilight's feelings.

"I'm doing well; I can't let something like that get to me, think nothing of it."Twilight paused for a moment before asking, "Where are you headed?"

"I thought I would take a trip to this crazy town I've heard about called Ponyville. I hear they have the expert on the Elements of harmony living there."

Twilight giggled into her hoof, "Then we better get a move on, the Friendship Express leaves in a couple minutes."

Daring nodded and stepped aside so that Twilight could enter the train before her.

"So you're saying the each element bearer has a personality congruent to the element they represent?"

Twilight nodded, "Yes, the bearer resonates with the attribute assigned to them. For instance, my friend Applejack, the Element of Honesty, couldn't tell a lie to save her life, but she is extremely reliable."

"You should tell me about all the Elements, Lady Sparkle." Daring Do insisted.

Blushing slightly, Twilight continued. "Fluttershy, the Element of Kindness, speaks with animals and takes care of them no matter the problem. She loves all living things and yet, she is extremely shy. Rainbow Dash is the Element of Loyalty, when not being the element of disaster, and would never leave any friend hanging. Rarity, the Element of Generosity, is a fabulous dress maker and gives away from the pureness of her heart to those in need. The last Element of Harmony is Pinkie Pie, also known in the science circle as 'Imposibile Pinkus Pious', she will do anything to bring joy to ponies because her calling is laughter.

"You forgot to tell me about the Element of Magic." Daring boldly pointed out, "Tell me a little about yourself."

Twilight's blush returned with full force. "All right, my name is Twilight Sparkle, Element of Magic, faithful student of Princess Celestia, daughter, sister, sister-in-law, prime minister to-"

Daring Do stopped Twilight before she could continue her rote. "Not your titles, what makes you the Element of Magic?"

Twilight paused for a moment. "I can master any spell just by looking at the written description, I have been said to have the greatest magical reserve of any unicorn, and I am one of the very few unicorns to master teleportation."

"What exactly is magic though? How does it come together with the other Elements? Honesty, Laughter, Loyalty, Generosity, and Kindness all are positive attributes of a pony. Magic is not an attribute at all and sounds ridiculous and poorly planned to combine the Elements into a weapon." Daring pondered aloud.

"Maybe the word Magic is meant to disguise what really makes the Elements complete. Magic could be the codeword for the love between friends that binds them together." Twilight said, blushing with the memory of her 'friend' Pinkie Pie. "On second thought, it could really be magic."

Daring shot a skeptical look at Twilight. "Right, the bond between friends beat two super villains."

Daring Do took a good look at the quaint village of Ponyville as she stepped off the train and onto the gigantic train station. "So what warrants a small community to have a train station of this magnitude?"

Twilight giggled somewhere behind her, a sound that made the khaki Pegasus internally sigh at her cuteness level. "The Friendship Express was built after we beat Discord, partly because he destroyed it and partly to commemorate our victory. It was extremely kind, but it was also embarrassing to be the center of that much attention." Twilight said, a blush evident on her muzzle.

"So at least you have a train to symbolize you and your friends' hard work, right?" Daring quipped, earning a small chuckle from Twilight.

"I guess so; let's continue our chat at the library." Daring Do and Twilight Sparkle made their way down the dirt street lined with cheerful houses. Ponies waved at Twilight and she responded with her own wave and smile.

They finally reached the library on the other side of town. Twilight opened the door with her magic and was greeted with a dumbfounding sight. "Uh, Pinkie?" Twilight asked, still trying to comprehend what she hoped was only a hallucination. Daring peered around Twilight, who was standing in the doorway, to bear witness to the strange view.

Pinkie was lying on the table in the center of the room, wearing lingerie. Her face turned from one of seduction to one of shock when she saw the khaki colored Pegasus behind her lover. "Oh, um hi, I didn't know you would bring company home from that nerdy party the princess asked you to go to. This is slightly embarrassing and I'm going to get going before the weird questions start. By the way, can I keep the neat outfit?" Pinkie asked, her embarrassment visible on her muzzle.

"I don't really have a say on the lingerie since I've never seen it before, and I'd ask why you are here, but I think the intent is obvious" Twilight said with a blush that made her face completely red. Pinkie got off the table, undressing before making her exit. Daring Do looked to Twilight for clarification on a situation that made her surprisingly jealous. "Daring and I are talking about the Elements if you would like to give your input on Laughter." Twilight said, trying desperately not to make the situation any more awkward than it already was.

"Thanks Twilight, sorry about the craziness of this weird, whatever you would call it." Pinkie said, now trying to pick up the lingerie and place it in her saddlebags nearby. "But I think the Cakes need me, I'll go tell Spike that you and the Suspicious Khaki Pegasus you brought home are hanging out," Voice dripping with annoyance as she left with her saddlebags in tow.

"Care to explain what that was about?" Daring asked, curious about the event and the sudden feeling of animosity towards the pink mare's sexual advances on a mare she hardly knew.

"Pinkie Pie has a curious streak, and well, one thing led to another and I may have let her curiousness get the better of me. She exploited a weakness, I do blame her for that, but I can't stay mad at a friend for long." Twilight said, her blush never fading.

"What weakness could you have? You are down to earth and one of the smartest mares I have ever met." Daring Do stated rather confusedly.

"Other than being a poor host? Give me a moment to get us some tea, and I may answer that," Twilight said. She made her way to the kitchen to fetch some tea for the two.

Daring took this time to look around the library, there were three other doors, one on the second level and two on the main floor, every wall had a book shelf filled with books."I can see she is clearly well read; so what weakness would that pink mare exploit to warrant that scene earlier?" As Daring pondered this question; she noticed a book was open on the table. She made her way over to it and grabbed it while turning the book over to see its cover. Archeology and Artifacts by Arthur Equus, "I never thought I'd see one of his books again." She smiled as she started reading, only to hear a tray being placed on table near her.

"Oh, I was brushing up on my reading of archeology," Twilight said, sitting next to Daring. "I figured it would be a good idea in case I had to go back to the ruins in the Everfree Forest. Last time was a bit of a shock as I found myself unprepared."

The archeologist shook her head. "You seem to have a habit of being thrown into things you know very little about. Nightmare Moon, Discord, the Royal Ball of pompous jerks and dorks." The two mares shared a small laugh at the expense of Twilight's hectic life.

"The Ball, I'm still sorry about running off like that, it was unprofessional." Twilight sighed, breaking the cheery mood.

Daring placed a hoof on her shoulder. "It's my fault; I shouldn't have put you on the spot while insulting your teacher in front of all those other ponies." Twilight raised her head a little to look the pegasus, guilt evident in her eyes. "You are too hard on yourself; I guess that's one of your weaknesses." Daring continued as she moved her hooves to pick up her teacup and sip some of its contents. Twilight seemed to be feeling better after that.

"Speaking of my weaknesses, everypony I spend time with tells me I have a bad habit of over thinking things. Some ponies have told me that my subpar physical strength is another." Twilight offered as she drank some of her tea as well.

"So you don't work out, big deal, you have a nice, trim body. I bet that there are plenty of ponies that think your body is really nice and not weak at all. Some might even call you sexy." Daring's hooves flew to her mouth as the realization of what she had just said hit home and Twilight's blush returned to plague the purple mare's face.

"Um, well, I…I spend most of my time reading and learning magic, I...I think I get out, several times a week just to say hi to friends or help them with something. I...It's nothing big or exercise-worthy." Twilight stammered.

"You are by far the strongest unicorn I have ever met." Daring responded, quickly swallowing the 'not to mention the loveliest' that wanted to follow. Twilight continued blushing, but appeared to let the flattery get past her this time.

"I'm going to grab something for us to eat." Twilight said, attempting to alleviate some the awkwardness in the room. Daring couldn't resist the opportunity and caught herself staring at Twilight's flank as she sauntered away.

"Smooth moves Daring, way to not look like a creep." Daring berated herself as she tried to continue reading the book, but found it hard to concentrate on it with Twilight invading her thoughts. "I found her cute on sight and what did I do? I badgered her with questions until she cried. Then I invite myself over so that I can keep getting an eyeful of her attractive body. I must be some kind of monster to think that I am worthy of a shot with her. Yet I want that shot despite my actions. What a world we live in." Daring Do shook her head, trying harder to concentrate on the book. She didn't notice Twilight coming back with a tray of cookies.

"Um, so why don't we get back to what we were talking about on the train." Twilight said as she set the tray down on the small table.

The Khaki coloured pony snapped back to attention and nodded. "So yea, about magic; how it might be love between friends or just magic itself. I still refuse to believe that they just went and said, the sixth element is magic, because everything happens because of it. Like a spark igniting a fireplace." Daring said; staring deep into Twilight's lovely purple eyes.

"The spark, of course!" Twilight exclaimed, Daring could have sworn she saw something glimmer in her eyes. "A spark is needed to combine all five elements together; this spark is the magic of friendship, the magic of unity, so that the bearers can overcome all obstacles as long as they have friends." Twilight recited, proud of herself.

"So you are saying that the Element of Magic, you in other words, represents love; since it is the love of a friend that sparks a friendship and thus sparks the elements itself." Daring concluded.

Twilight turned and gave an awkward smile. "I guess that's one way to phrase it, but I think I liked it better when it was called magic."

"Then why not say that you're the Element of Love? That would be more accurate according to this new insight." Daring said just before the memory of her encounter with Pinkie earlier in the day suddenly resurfaced. "On the other hoof, we probably shouldn't be changing terms as old as Princess Celestia." This brought both mares to giggle into their hooves at the quip about the Princess' age.

"I wonder where Spike could be." Twilight pondered as she regained her poise.

"Spike? Is he another one of your friends?" Daring asked as she started to feel a little bit of jealousy again.

"Spike is my number one assistant; he helps me practice my magic, keep the library clean, and assists in running the place. He's always been there to help me, despite the fact that other ponies find it weird that I have a baby dragon as an assistant.", Daring nearly choked on her tea upon hearing the last part.

"You have a dragon as an assistant? Isn't that dangerous?"

Twilight shook her head this time. "He's only a baby dragon and I did hatch him myself. He has lived in pony society his whole life and wouldn't harm a fly, unless it warranted it. I thought Pinkie had said she would get him before she left." Twilight said, now looking out the window.

"Perhaps he is staying at a friend's house at the moment. I'm sure he'll be fine." Daring reassured Twilight, taking a cookie.

"I hope so; how long are you planning to stay?" Twilight asked. Daring looked to Twilight, swallowing the remains of her latest cookie.

"I don't have any pressing engagements at the moment." Daring offered, taking another cookie. "I can take a late train to get back to Canterlot if you don't mind my company."

"It's no problem for me, but I'm certain you have lots of things to do regarding your archeological work." Twilight smiled sincerely.

"Most of my plans involve you and this table." Daring quickly tried to banish the thought, "It's no problem; that stuff isn't going anywhere."

"That reminds me; I wanted to ask if the adventures that take place in your novels really happen." Twilight asked, scooting closer to Daring.

"Well, yes, I began writing down my encounters in a journal and eventually began sending them into a publisher as they became grander. When my first book released, I was worried that no pony would like it, and when they did, I went forward with writing another until it became a series. I still have scars from most of the adventures that are in those books." Daring said, noticing how close the purple unicorn was.

The two continued to chat about Daring's various ventures. The two mares traded snippets of their adventures and laughs at their death defying luck. The conversation carried on for hours without any end in sight. Twilight looked to a window during their conversation and her eyes went wide. " Are you okay?" Daring questioned.

"Pinkie what are you doing in that lingerie!" Twilight yelled suddenly. Daring's head whipped to look straight at the window that Twilight had turned to, but was unable to see anything. Confused, she turned her head to meet Twilight and her awkward smile.

"Twilight, is something wrong?" Daring queried, concerned about her new friend.

Twilight nodded her head fervently. "I'm fine, shall we continue?" Twilight asked, Daring kept a close eye on Twilight's behaviour.

"Yeah, but is it just me or is it dark outside?" Daring ventured.

"Oh my gosh! The last train left at seven pm, what time is it?" Twilight temporarily panicked.

"The clock on the wall there reads seven fifty." Daring smiled at her luck, "Guess I need a place to stay then."

"I'm sorry, I was just so interested in your adventures, I guess we lost track of time." Twilight apologized.

"Can I stay with you then?" Daring innocently asked.

"Of course, please stay as an apology from me." Twilight responded.

"No need for an apology, now where were we? Oh yes, so I had the crystal..." The night continued as Daring spoke of her adventures that she hadn't, and wouldn't, be releasing in a book. As time went on, Twilight seemed to become tenser in both body language and speech. Twilight said a few things on occasion which were met with Daring's rebuttal. It became apparent to Daring that Twilight was attempting to hide something. It was obvious to any observer that Twilight was intent on keeping her lower body hidden from Daring's view by using the table. Her constant squirming testified to her growing restlessness.

"Hey Twilight, are you okay? You seem to be really restless, is there something you need to tell me?" Daring said, placing a hoof on Twilight's shoulder and felt the poor unicorn tense up.

"It's alright, thanks though." Twilight said, with a shaky grin, Daring fought off an urge to facehoof.

"You are not alright; you say your friend Applejack can't lie, but you seem to fall short in that area as well. Now tell me what's wrong, it's rather rude for the host to be uncomfortable. It makes the guest feel unwelcome". Daring reasoned, Twilight was taken aback by this, looked down.

"I'm sorry that I'm worrying you, it's not you, it's a private matter and I don't want to bring it up." Twilight said, a blush spreading across her face.

Daring looked Twilight straight in the eyes and said, "I promise not to hurt you."

Daring then proceeded to make the boldest move of her life and leaned closer to the purple mare. First she could hear the sharp intake of breath as they shared air and personal space. Daring paused for a moment to relish the sensation before she leaned closer and kissed Twilight Sparkle on the lips. It was a one-sided kiss as Twilight tensed up a little in surprise.

Twilight certainly was surprised by Daring's forwardness; they only met yesterday and now this? She had only done this with a close friend. Was she betraying Pinkie right now? Were Pinkie and her even in a relationship? Slowly those thoughts began to drift away as Twilight's primal instincts took over and allowed her to become lost in the sensation of the kiss.

Feeling that Twilight had loosened up, Daring's tongue entered the unicorn's mouth, and mingled with Twilight's. She managed to push Twilight onto her back, forcing her lower body from her hiding place. There was no fight for dominance in the kiss; Daring was in complete control, Twilight's hooves were tentative but eventually wove themselves around Daring's neck, while the khaki pony's own were planted on either side on her lover's face to keep her from crushing the mare beneath her. Daring's tongue continued exploring Twilight's mouth, while Twilight's own caressed the invader with loving support.

Daring eventually broke the kiss as an odd pressure had begun to build on her belly. Daring lifted herself further off the purple mare and looked below her undercarriage to see what was poking her. When she found nothing visibly poking her nether regions, she looked at Twilight with a bewildered look upon her face. Twilight's blush was increased and gave a small smile to the dumbfounded pegasus. Twilight closed her eyes as her horn shined for a moment and then whispered, "Go ahead and look now." Daring looked back down between the two bodies to see something much unexpected.

"I'm sorry, I wanted to keep this a secret." Twilight said, hiding her head with her hooves. Daring smiled, and then moved Twilight's hooves to embrace her in another quick kiss.

"It doesn't matter Twilight, you are still just as lovely." Daring soothed, kissing Twilight again. She then forced Twilight to roll on top of her. Twilight's blush nearly took over her entire face, her member now completely hard as it lay on top of Daring's belly.

"Are you sure that you want to?" Twilight said, with some hesitance in her voice, Daring nodded, closing her eyes as her hooves found Twilight's on either side of her body and latched onto them. The purple unicorn slowly drew back her body until her member sat merely centimeters from her entrance. Twilight paused for a moment, indecision clouding her instincts for a moment before disappearing.

Then she entered the pegasus quickly and harshly. "Geez, that wasn't… expected." Daring grunted, feeling the purple shaft begin to fill her. Twilight stopped when she put half her cock inside the archeologist, giving her sometime to get use to her size. Daring's eyes opened to Twilight smiling, the two shared a deep kiss as the unicorn started to remove her length until only the tip remained inside. Then she roughly thrust back into the tight snatch, earning a groan from Daring.

Twilight kept smiling as she broke the kiss to watch Daring squirm and moan as she slid her dick out of her moist snatch again and rammed in it all the way. "Ah, Twilight!"

Twilight began to set a steady rhythm of deep quick trusts followed by a slower withdrawal, bringing the mare below her to spasms and cries.

"So… good." Daring moaned as her back hooves reached up and clung to Twilight's sides as the purple mare pounded her new lover. Twilight's teeth gritted as her thrusts increased, the adventurer released a gasp, holding Twilight tighter.

"Daring…I'm going to… cum soon" Twilight said, her thrusts now intensifying.

"Me too," Daring kissed Twilight hard as the unicorn made one last deep thrust all the way to Daring's womb, and let herself explode inside the pegasus, flooding the mare's vaginal canals. As Twilight came, Daring felt her own release occur as the white spunk filled her up and their combined juices began pooling on the surface beneath them.

As the mares' orgasm ended they two broke their kiss, Daring looked to the unicorn with a smile, as she made a thrust of her own, to get Twilight back in the mood. Catching the hint, Twilight went back to thrusting her marecock into the pegasus. The Adventurer didn't want the feeling of Twilight filling her to leave, and the scholar cherished the feeling of Daring's cunt massaging her dick as she thrust back into her. The two were in a state of bliss as they made love to each other repeatedly; Twilight licked and caressed Daring's body, while the pegasus held her unicorn lover in a passionate hug, kissing Twilight's neck.

Twilight's next orgasm came and spilled out of Daring and adding more of the unicorn's seed onto the wooden floor, this forced Daring's second orgasm to come as well, the two locked eyes and gave each other a small kiss. "I think it's time for bed." Twilight panted and used her magic to teleport the couple to the unicorn's bed, leaving the pool of fluids on the floor where they had made love.

~Dood~

When Spike walked into the library the next morning; the first thing that hit him was a rather musky scent. He tried to not pay any mind to it until he saw a pool of white goo by the table. With a sigh, he went upstairs to prove his suspicions. He looked on the sole bed in the room to see Twilight and Daring sleeping peacefully in each other's hooves. "Aww, how cute. Pinkie owes me a ruby-encrusted cupcake." He whispered, leaving the two to their rest while he went to make Twilight her special tea.

Pinkie walked in to see Spike brewing Twilight's tea, "hey Spikey-wikey, is Twilight upstairs?" Pinkie asked.

"Yea, but she and that pegasus are sleeping at the moment. Oh, and that puddle over there says you owe me a cupcake." Spike smiled as Pinkie turned to the white goo pool and grunted in annoyance.

"Don't you worry Spike, I'll win Twilight back. Daring has to go and be adventurous sometime." Pinkie exclaimed, making Spike look at the party mare with confusion.

"Daring Do is a fictional character, why would she suddenly decide to have sex with Twilight?" Spike asked, clearly not getting an answer at this time, he turned his attention to the goo pool. "Twilight is cleaning that up, by the way."


	4. Chapter 4

[Tags: {Twilight/Spitfire/Rainbow Dash}Futa/F/F, Alcohol, Oral, Vaginal]

Spike awoke from his nap to find his unicorn friend reading a book as usual, what was unusual was that the book itself was evidently making the scholar blush heavily. "Whatcha reading, Twi?" Spike asked, taking Twilight's attention away from the book.

"Just a book, nothing important about it," Twilight replied, still blushing.

Spike wasn't buying it and walked over to read the title, "One Million Ways to Please Any Girl for Awkward Individuals by M. Hawke; isn't that the griffin actress of those weird Coltwall films?" Spike asked, giving the book a weird look.

"I never saw those, but she is incredibly well versed in this kind of thing; she even has a guide on how to give a female diamond dog or a changeling princess an orgasm really quickly and how to make them hold it for the reader's own enjoyment. It has information on every other race in Equestria as well," Twilight explained. Spike, now intrigued, glanced over to the table of contents, only to watch the book slam in his face with an angry unicorn looming over him.

"What? This book will help me so much when I finally win Rarity," Spike reasoned. Twilight shook her head.

"I don't care; you are too young to be reading this book," Twilight scolded. Spike grumbled under his breath as he left to do his chores. Twilight turned back to the chapter she was reading in the book.

There was a quick knock at the door, soon followed by the blur of a blue pegasus entering the library. "Hey Twilight, wanna go to the Wonderbolts show with me? I got two tickets," Rainbow asked, barely able to contain her excitement as she hopped from hoof to hoof. Twilight looked at her daredevil friend with great confusion.

"Why me, you of all ponies should know that I'm not into those kinds of things," Twilight said.

Rainbow sighed, slowing down enough to explain. "I know that, I asked Fluttershy but she was too scared to go; Pinkie said she was planning something, I dunno; Applejack said she was up to her hat in work at the farm; and Rarity said she had an order to finish for some fancypants in Canterlot," Rainbow Dash said, giving Twilight a hopeful look.

Twilight sighed as she went to hide her book from Spike. "Very well, so when do we leave?" She sighed.

Rainbow pumped her hoof in the air, "Thank you Twilight, it's happening in Cloudsdale so we need to leave now to make it on time." Rainbow Dash explained. Twilight face hoofed at the short-sightedness of her friend.

After Twilight rushed to get ready, the two took Twilight's balloon to Cloudsdale, but due to Rainbow Dash's eagerness to see the Wonderbolts perform and lack of patience, she pulled Twilight and her balloon to Cloudsdale. After a quick cast of the cloud walking spell, the two ponies ran to the Cloudiseum.

~Dood~

Spitfire was in her dressing room, stretching her wings for the show. Once she had fully stretched, she trotted up to meet her teammate Soarin. "Hey Soarin, let's give them a show," Spitfire said, as she led the way down to the field.

"Yea, you seem to be on a mission tonight Captain," Soarin said, eliciting a chuckle from the fire-maned pegasus.

"You know we always get a fan that wants to meet the Wonderbolts behind the scenes. I just always take advantage of it, what pony wouldn't brag about getting to sleep with me," Spitfire reasoned, giving a sly wink to Soarin. The two Wonderbolts met up with several other members as they prepared for the show.

The show was fantastic, marvelous, and stupendous. The fans were ecstatic, inflamed, clopping their hooves so hard that it sounded like thunder. As the cheering slowly died, Soarin flew next to Spitfire, "Hey, remember that mare form the young flier's competition and the Gala?" he asked.

Spitfire nodded, remembering how she saved her and her team at the Young Flier's Competition and her 'brave' rescue of Soarin's pie. "She's our biggest Fan, so it's kinda obvious she'd be here to watch us perform," Spitfire said, confused by why Soarin brought her up.

"It's sorta that, but she had a unicorn friend with her. I don't get how she can walk on clouds," Soarin claimed, his eyes losing focus as he tried to comprehend the possibility.

Spitfire facehoofed. "I take it you didn't see that some earth ponies and a unicorn were sitting on clouds during that same competition?" Spitfire asked.

Soarin's jaw dropped. "Guess I missed that, some young pegasi were kinda doing acrobatics in front of us so I didn't take a chance to look at the stands; was weird to see a unicorn with those wings though," Soarin claimed. a grumble came from his stomach. "Whoa, I'll catch you later Captain, I need to refuel." With that, Soarin flew away, leaving Spitfire to walk alone to her dressing room.

As she walked, she saw Rainbow Dash and her unicorn friend walking up to her, "two in one night? I guess I can do that." She thought, turning to face her admirers. "Hey girls, what can I do for you?" Spitfire said while removing the head of her suit, her mane waving about as the hood came off. Her eyes giving the two before her a sultry look.

"This is so cool, right Twilight? Um, can I get an Autograph?" Rainbow Dash said, holding a picture to the Wonderbolt. Twilight blushed slightly, and shuffled her hooves; the thought of casting an invisibility spell on herself came across her mind.

"How about we do something even better, you girls wanna join me for a drink?" Spitfire offered, the blue pegasus was grinning from ear to ear at the proposition, but the unicorn looked uneasy at the sound of it.

"I don't know Rainbow Dash; I don't want to bother Ms. Spitfire too much," Twilight said, looking uncomfortable as Dash gazed in disbelief.

Spitfire merely shrugged thinking, "just means I get one tonight." Spitfire's thoughts were stopped as the cyan mare stuck her hoof in the muzzle of her friend.

"Twilight, Spitfire is offering to let us hang out with her in her dressing room, you don't say no to that." Rainbow Dash scolded, staring daggers at her purple friend. Spitfire smiled at this gesture and opened the door for her new friends.

Spitfire motioned for the two to relax on the couch as she went to a small fridge in the corner of the room, Rainbow Dash quickly flew over to the couch landing on it with a heavy 'whumph' as she sank into the cushions with Twilight hesitantly following behind her. "Twilight was it? Relax hon, I don't bite," She soothed before grabbing a few bottled ciders and putting them in front of the mares.

"Yea Twilight, it's just a few drinks, relax will ya," Rainbow Dash said, patting Twilight affectionately on the back. Twilight nodded as she used her magic to open the bottle and took a sip. Rainbow bit the cap off and took a sip holding it with both hooves. Spitfire smiled as she took a bottle for herself, watching the mares before her.

"So, how long have you been a Wonderbolt?" Twilight asked, observing the fact that Rainbow had downed over half her cider already.

"I became a Wonderbolt about 6 years ago, the trainers seriously drilled me on acrobatics, since I focused on speed and position more than anything else; I became the captain two years ago. It was really tough, but with the support of my friends, my family, and of course my fans, it's a pretty sweet gig," Spitfire said. Twilight nodded and took another sip of her cider while Rainbow finished her drink.

"I bet the parties you go to are pretty awesome," Rainbow Dash said, seeing that Spitfire had given her another bottle, she quickly opened it.

"The parties have always been cool, except for the royal balls; the Gala has always been pretty boring. The other parties that happen, however, have always been pretty fun. Like the awesome music, the fun ponies, the good atmosphere." Spitfire finished in a throaty conspiratorial whisper. Rainbow's smile grew, and Twilight had a small smile, finally getting comfortable, and started taking larger sips from her cider.

The three chatted for an hour, and even though Twilight took small sips, she was much less tolerant of alcohol than Spitfire and Rainbow Dash, so her words began to slur after her second bottle. Rainbow Dash had more experience with alcoholic drinks but still started to get tipsy after her fourth bottle. Spitfire however, took Twilight's strategy and was completely sober after only her second bottle; she had removed her flight suit long ago and was stretched out between the two friends, giving light caresses to the inebriated mares.

"Hey Twilight, I've been wondering. Who was that cool looking pegasus leaving your house two days ago? I feel like I know her from somewhere," Rainbow asked.

Twilight was trying to keep herself from falling over with a hoof when she turned to Rainbow Dash, and slurring her words as she gushed, "That was my marefriend, Daring Do. We met at the Royal Ball of Magic, she made me cry by asking me questions about how incompetent the princess is, and why the sixth element of harmony is called magic and not friendship or love, then we talked about that some more on the train ride and back at the library. We also talked about her adventures and books, but then we made out and had terrific sex." Twilight finished with a big happy grin across her muzzle.

Both pegasi dropped their bottles in shock. "Daring Do is fictional, isn't she?" Spitfire asked, looking confused.

Rainbow Dash was scrambling to get her cider back but her hooves didn't seem to want to cooperate. "That was Daring Do? I thought she looked familiar. Wow, I gotta rewrite those stories I tried to write." Rainbow Dash said, the cider preventing her from acknowledging that she had just admitted to writing Daring Do fanfiction in front of her idol.

"I'm sorry Dash, but she has a nice flank." Twilight giggled, nearly falling off the couch. Spitfire thought it was pretty cute to see the two talking about the unicorn's love life.

"Well maybe I'll run into her one day," Spitfire said, taking another sip from her cider. At least now she knew that the unicorn had had some action in her life, still not too sure about her 'number-one' fan.

"So, I feel bad for Pinkie Pie and –hic- and Lyra now, but not so much Lyra because she has Bon-Bon-Bon? But who does Pinkie has? –hic- I just hope me and Pinkie stay friends even though I'm seeing Daring now," Twilight said, finishing her fourth drink, while Rainbow finished off her sixth. Spitfire was impressed with the unicorn now, three mares was a pretty good tally for a pony that was so obviously introverted.

"I thought Pinkie was acting weird, she always got that dreamy –hic- look in her eye when somepony mentions you or your library. How did you do to her, and what can I learn to do it?" Rainbow mumbled, finding Twilight's horn and the picture of Wonderbolts behind Twilight more fascinating than the unicorn herself. "And how did an egghead like you get luckier –hic- than me? I'm cooler than you and more athletic; you are just adorable and –hic- smart. Stupid Sexy Twilight." Dash was now staring daggers at the picture behind Twilight, despite directing her rage at the unicorn herself.

Spitfire liked the direction of the conversation, "How many ponies have you had, Dashie?" Spitfire said, putting emphasis on the nickname.

"There was this one time with my friend –hic- Applejack, we got drunk on apple cider a lot…a lot like this, and we kind of hit it off in the barn, a time with my friend from flight camp, and an other time I did it was with –hic- Pinkie at one of her parties, I think it was the 'Welcome to Ponyville, Rarity' party –hic- several years ago. She knows how to use her tongue, must have been all the icing she licks off cupcakes." Rainbow Dash explained, now leaning on Spitfire.

"Thanks Dash, I don't think I'll ever look at Pinkie eating cupcakes the same way again." Twilight exclaimed, now blushing a bit.

"Especially after you and her did stuff? You're –hic- welcome." Rainbow Dash said, now lying down on top of Spitfire's and Twilight's legs.

"So you both have had some experience? That's cool; it's never too late to have some fun, right?" Spitfire said, one of her wings was moving along Twilight's spine as her hoof rubbed Rainbow Dash's belly.

"I guess so, kind of wish my first –hic- time was more meaningful and not out of desperation," Twilight said, her expression turning somber.

"Don't worry hon, you are still a pretty cool egghead. It's kinda funny that you got more tail than Ms. Jock here," Spitfire joked. Rainbow Dash just blew raspberries, at her hero, in response.

"Yea, amazing what being a mare born with a cock could do for your love life, huh? –hic-" Twilight mumbled.

Rainbow Dash jumped up and stared wide-eyed at Twilight's crotch. "I don't see a cock, Twilight." Rainbow Dash muttered. Spitfire was just as confused.

"Oh, I drink special medicine that makes it go away since I can't seem to hide it like every stallion in Equestria can; it wears off when I get really horny or late at night," Twilight answered, finishing her latest bottle of cider. Twilight hopped off the couch only to be pushed back on by Spitfire.

"I am actually curious, hon. Can I see it?" Spitfire soothed, now licking Twilight's cheek. Rainbow Dash watched in confusion but the scene was arousing her, and her wings were now spread high in excitement. Spitfire rolled the unicorn to lie on her back, holding the mare down, as she started to invade Twilight's mouth with her tongue, gently grazing her teeth across the egghead's lips.

Rainbow Dash scooted closer and saw Twilight's secret make its appearance, the cyan mare's mouth fell agape. Looking up to see that the Wonderbolt and the librarian were too preoccupied with each other's mouths. Rainbow Dash moved over to lick the purple meat as it grew, electing a squeak from the lavender pony. Feeling bolder from Twilight's response, she started to lick and kiss the mare cock before her.

"Well, what do ya know," Spitfire said, getting off of Twilight to watch Rainbow fellate her. Spitfire watched Twilight's hooves try to bury themselves into the rainbow mane that was bobbing below her. Feeling adventurous, she went behind the blue mare and started to lick her petals, while Dash pleased her purple friend.

Rainbow Dash jumped a bit when the feeling of a wet tongue played with her pussy, she leaned back to try and fit what she could of Twilight's dick into her mouth.

Twilight's mind was clearly somewhere else as she smiled at the sight of her athletic friend sucking her off and the feeling of Rainbow's tight mouth surrounding her dick while her tongue dances along the head as she withdraws. Twilight could feel every moan and squeak that vibrated from Dash as Spitfire worked on her friend's honeypot.

Rainbow came first, coating Spitfire's face in her juices. The Wonderbolt licked her muzzle clean and wiped off what she couldn't reach as she moved back to lie next to Twilight, admiring the sight of one friend pleasing another.

Twilight's orgasm came hard and without warning, filling Rainbow's mouth with each load she shot off forcing Dash to swallow quickly. Rainbow released the member from its oral prison and started to cough. "Hey, warn me –ack- next time you go off like that," Rainbow scolded, trying to spit out the remnants of Twilight's seed.

"Your turn, hon." Spitfire whispered to the purple mare, now lying back on the couch as she positioned Twilight's face to her vagina. "I pleased your friend, she pleased you, it's only fair that now you please me." Twilight looked up and nodded before getting to work.

Memories of the book Twilight read before this whole mess started came to mind, she had wanted to use these techniques for Daring but she figured it would be best to test them out before using them on her lover. Twilight's tongue flicked out to split the orange mare's pussy, before she slid up to nibble on the clitoris, taking tentative nips at Spitfire's love button; the Wonderbolt was gasping and moaning from Twilight's ministrations.

"Sweet Celestia hon, I guess you're –oh- better than I thought. I might try and take you away –right there- from your hero." Spitfire moaned, her hooves trying to press Twilight deeper into her snatch. Twilight continued her assault, her tongue now probing Spitfire's depths as her teeth continued to tease the celebrity's clit. Finding Spitfire's G-spot, Twilight's tongue pressed her attack, trying to get Spitfire off.

"OH YES!" Spitfire cried, her orgasm rocking her entire body. Twilight eagerly licked up the fluids and drank them down. "That was –gasp- something, but we are far from done yet," Spitfire said, flipping Twilight on her back, Spitfire took her position over the purple cock, while Rainbow Dash pressed her pussy on to Twilight's face.

"I don't want –hic- be left out, so lick me like you licked her and Pinkie and whoever you screwed," Rainbow said, rubbing her crotch in Twilight's face. Twilight didn't complain as she started to lick Dash's dripping pussy. Spitfire loomed over the purple mare's penis and started to descend, letting the pulsing meat fill her. Twilight felt Spitfire's flanks touch her own as she started to ride the unicorn's length. Rainbow Dash was now trying to facefuck Twilight as the purple mare continued her tongue play; Twilight's tongue attacking the daredevil's G-spot while her teeth teased her clit. With how Rainbow arched over Twilight, the purple mare's horn rubbed up against the pegasus' tits, bringing the cyan mare closer to release.

Rainbow Dash came quickly, coating Twilight's face in her pussy juices which Twilight eagerly drank in. Rainbow turned to face Spitfire and lowered her head to lick at the throbbing marecock buried in Spitfire.

"I'm cumming!" Twilight cried. Spitfire's eyes went wide as she struggled to get off Twilight's dick but soon felt the twitching cock inside her fill her womb, some of Twilight's seed seeped out and stained the couch below.

"Crap, I can't have a kid yet, this can't be happening," Spitfire panicked, Twilight got up as Rainbow sat on staring at Spitfire in confusion.

"I wouldn't worry about it, I'm sterile," Twilight said.

Spitfire calmed down near instantly. "Oh thank Celestia, I was worried there for a moment; I don't think I'd make a good mother." The orange mare rubbed the back of her head in embarrassment. Twilight and Rainbow Dash giggled, "Anyways I'm sure your friend wants a turn," Spitfire said, nudging the cyan pegasus towards Twilight. Rainbow's grin grew as she moved above Twilight, who was lying on the couch, and positioned herself above the librarian's cock. She lowered herself and gave a small 'eep' as Twilight's cock threatened her entrance, and finally gave way to the intruder.

"So… tight." Twilight gasped, starting to feel Rainbow Dash's entrance clamp around her cock. Rainbow Dash wanted to get this over with but the feeling was rather painful, she glanced over and saw Twilight giving her a worried look.

"You said you've had sex before, but here I am, watching your friend busting your cherry right now," Spitfire commented. Watching a trail of blood rolling down Twilight's length as Rainbow attempted to force more of the purple meat inside her.

"It was usually just us rubbing –oh- each other's marehoods or eating each other out. We never used –Dear Luna, that's big- toys, so this is –gasp- really new to me," Rainbow whimpered. Finally resting on Twilight's flanks, she used her wings, to move along Twilight's length, before letting gravity take over and repeating the process.

Spitfire noticed Twilight's vagina wasn't receiving any attention in all this, and went to change that. She licked and probed the pussy, her tongue dancing along the scholar's petals, earning a yelp from Twilight. The new sensations Spitfire was doing to her made Twilight thrust particularly hard into her cyan friend. One of Rainbow Dash's hooves was trying to hold on to the back of the couch while the other held onto Twilight, praising one or both the princesses as she bounced on top of the unicorn's secondary horn. "Please be careful –so hot- Ms. Spitfire," Twilight squeaked. Spitfire smiled at the sound of that as she continued to play with Twilight's marehood, her tongue probing Twilight's depths and occasionally licking her cock, as Rainbow Dash rode Twilight for every thrust the purple mare could give.

Twilight struggled to keep her composure despite the cider numbing her mind, Rainbow Dash's pussy was flexing and trying to milk her while Spitfire was eating her out. Seeing Twilight struggle, Rainbow Dash went to give Twilight's horn a lick; sending Twilight overboard as she tried to send every inch of her cock into Rainbow Dash, threatening to invade the daredevil's very womb. Twilight came hard inside Rainbow Dash, similar to Spitfire; Rainbow's womb was filled to the brim with Twilight's seed, as Spitfire's face was covered in Twilight's vaginal juices.

The purple Unicorn slumped back on the couch, trying to catch her breath. Rainbow continued to work herself on Twilight. Even though she just came, Twilight's dick was still hard, and looked very fuckable to the pegasi of the room.

Shortly after Rainbow Dash reached her climax, she hovered off the purple rod. Twilight herself couldn't take any more, but her cock still wanted more. Both pegasi were smiling at each other as they got Twilight ready for a night of fun.

~Dood~

Rainbow Dash woke up on the floor of the room, her head felt like she was run over by a herd of buffalo, the feeling in her legs felt like she screwed each of them too; she walked around until she found a bathroom and went to splash water on her face. Trying to remember what happened, she heard a groan from behind her. Looking back, she saw her friend Twilight laying on top of her hero Spitfire and everything that happened last night rushed back to her like a tidal wave.

"Oh crap." Rainbow Dash muttered, remembering that she and the wonderbolt rode Twilight through at least thirteen orgasms that night, "the poor unicorn will not be able to walk today, and the hangover she will be feeling will be murder for her" Rainbow thought. Still trying to keep herself stable, Rainbow Dash went over and noticed that Twilight's penis was soft but still buried in Spitfire's honey pot.

"Twilight, wake up," Rainbow Dash said, hearing her friend groan in response.

"Ow, my head, someone turn the sun off," Twilight mumbled, trying to bury her face in the couch. Spitfire mumbled something as well, but Rainbow couldn't hear it.

"Come on Twilight, we have to get back to Ponyville, everypony will be worried," Rainbow Dash said. Twilight's eyes opened wide and she fled into the bathroom. Rainbow Dash chuckled at the sight of this, muttering "light-weight" as she turned her attention to the Wonderbolt who was now awake.

"I gotta admit, I have had a few better romps, but that was definitely the most unique thing I have ever done," Spitfire said, reclining on the sticky couch. Rainbow Dash sat down below it, trying to think straight despite the drums pounding in her head.

"Hey Twilight, did those friends of yours teach you how to eat a pussy out like that?" Spitfire asked, still glowing from the night before.

"Owwie, stupid sun, stupid cider. I was reading a book on mare pleasing to impress Daring, I guess I used it here instead," Twilight said, getting even more peeved when she heard Rainbow Dash laughing.

"There is seriously a book on how to have sex with a mare? That's rich." The cyan pegasus laughed, but the orange mare above her was curious instead.

"What's the title, hon?" Spitfire asked.

"One Million Ways to Please Any Girl for Awkward Individuals by M. Hawke; now please stop shouting," Twilight said, still trying to find some aspirin.

"Hawke? I remember that griffin; she has some pretty magical talons. I might drop by your library to read it, and to get another feel of you if your adventurer is okay with me playing with her things," Spitfire said, chuckling. All laughter was cut short when they heard Twilight vomit into the porcelain bowl, "Boy, she is a lightweight," Spitfire commented.


	5. Extra 1

[Tags: {Sparkle/Velvet} Futa/f, vaginal, anal, double penetration, incest]

Twilight Sparkle trotted to her childhood home, excited to visit her mother for Mother's Day. She knocked on the door, and waited patiently, a smile etched on her face.

The door opened to reveal an older mare, a white unicorn with light purple and white striped mane, with a flank adorned with three purple stars. "Twilight, oh I missed you! Please come in," Twilight Velvet said, moving to the side to let her daughter inside the home.

"I missed you too, mom. Happy Mother's Day!" Twilight said, giving her author of a mother a big hug and a kiss on the cheek.

"Have a seat, dear. I'll go make some tea," Velvet said, but she was stopped by her daughter.

"No mom let me. It's your special day," Twilight Sparkle ordered, lightly pushing the white unicorn onto the sofa while she went to get snacks.

"Where's Dad and Shiny?" the younger Twilight asked, placing a plate of cookies on a tray, while heating the tea with her magic.

"The boys went off to find me a gift for Mother's Day. It's just me and you, my dear," Velvet said happily. She smiled warmly at her daughter as the younger mare carefully placed the tray of tea and cookies on the table.

"Well, I hope you don't mind, I couldn't think of anything so… I'm sorry I didn't get you anything worthwhile," Twilight muttered in embarrassment. She meekly levitated a large bouquet of lilies and white carnations to her mother.

"Oh sweetie, they are absolutely lovely. But I can think of something else that I would rather have," the white mare said, her tone turning sultry.

"Oh? What would that be, Mom?" she asked, eager to make her mother happy, especially on Mother's Day.

"I love your father, but he isn't the same colt as he was before. A real tiger that helped bring you and Shining into the world. But I fear he can't light my fires anymore," Velvet muttered sadly, wrapping her hooves around her daughter's neck. "I know you have your marefriend, and with your brother with your father right now, so I have nowhere else to turn."

"Mom?" the purple mare asked, rather worried about the situation.

"I know you love to help ponies, now mommy needs you to help her," Velvet cooed, pressing her lips to her daughter's mouth.

Twilight's mind restarted itself, in shock of her own mother coming onto her. She didn't want this, but she didn't want to hurt her mom on Mother's Day. Her mother was right; Twilight did like to help ponies, to save the day if it meant everypony was smiling at the end. She weighed her options, then pressed back into the kiss, holding her own mother as she returned the passionate display of affection.

The two mares broke the kiss, "Oh Twilight, thank you so much," the older Twilight whispered. She lead her daughter to the master bedroom and sat her down on the bed, her hind legs wide open.

"It's been a while since I've seen 'you', dear. Don't be afraid to show momma," Velvet said while her hoof pressed into the purple mound of her daughter.

"I don't know Mom, this seems weird to me," Twilight whined, her face turning red from her mother's touch.

"Let me help you then, dear," the older Twilight cooed, leaning her head in and licked at her daughter's mound. The purple unicorn moaned as she felt her mother's tongue tease her, only gliding across the opening but never entering.

Twilight Velvet stopped her oral assault, much to her daughter's dismay, as she saw the towering purple flesh stand proud. "My little filly isn't so little anymore, is she?" the white unicorn asked playfully; her face was beaming with happiness as a tendril of saliva slowly slid from the corner of her mouth. "Much bigger than your father."

"Please don't compare me to Dad, it isn't right," the purple mare whined, hiding her embarrassment with her forelegs.

"I'm sorry Sweetie," Velvet gave the purple mare a kiss on her horn. "Now, let's help you help me."

Velvet slid her tongue from Twilight's torso down to her cock. "You taste divine, honey," the older mare muttered, making the purple mare try to hide herself more within her limbs. "If I could, I would move to Ponyville just so I can have this all day."

Velvet took in a deep breath, letting her daughter's aroma flow into her nostrils, before opening her mouth to let the purple mare's cock head in.

Sparkle gasped, one of her hooves now clenching onto the bedspread while the other remained to be her shield from embarrassment. Only one of her violet eyes was open to witness her mother give her the best blowjob of her life. Daring Do could only dream of matching her mother's skills, and that would be if Princess Luna decided to help her. The older mare's lips felt divine against the sensitive purple flesh, and the way her tongue would know where Sparkle's most tender areas of her cock was incomprehensible.

Velvet's eyes rolled into the back of her head as she tasted her daughter, a tiny taste of heaven that only Princess Celestia could know. Her moist marehood dripped onto the floor, wanting to feel her daughter's cock, needing her daughter to make her feel like a mare again.

"Mom, I'm so close… please," Sparkle whimpered. Her hind legs wrapped themselves around her mother's head, determined to fertilize the mare's mouth and stomach.

Velvet accepted her daughter's sperm graciously, letting it spill down her throat. The actual cum was better than her pre-cum and she savoured its flavour, letting it flow around her tongue and down her throat.

Sparkle attempted to regain her breath after her orgasm, and she snapped to attention as her mother crawled onto her, her eyes filled with desire.

"Don't worry honey, Mother knows what's best," Velvet whispered, locking her daughter's lips with her own in fiery passion. Her horn gave off a light purple shine as she maneuvered the purple member to enter her needy pussy.

The two Twilights broke the kiss as they both felt amazing pressure; Sparkle felt her mother's walls clenching her dick in a vice grip, only allowing her to push deeper. Velvet, on the other hoof, felt a sudden fullness her husband failed to accomplish in the past for too long. The older mare came nearly instantly when she felt the purple intruder reach her core, teasing the womb itself.

"Oh my sweet little girl, you are doing mommy so proud," Velvet cried, bucking her hips onto her daughter's, riding the purple unicorn's length for all she could offer.

Sparkle could only gasp and grunt; her hooves held onto her mother's body as she pounded upward, giving the older mare great amounts of pleasure.

"Oh my sweet filly, my special little girl. Keep going, fill your mommy," Velvet moaned, pressing the purple mare's head into her torso, nuzzling her powerful horn.

The moist flesh that surrounded the purple member tightened for the impending orgasm, rubbing and massaging Sparkle's girth so that it can feed the womb its delicious seed that came from within.

"Sweetie!" Velvet cried, reaching orgasm again, with her daughter close behind. The purple mare let out a grunt followed by a sigh as she came, flooding her mother's womb with her spunk. The two mares stood that way for a moment, relishing in the afterglow of their combined orgasms.

Velvet slowly lifted herself off her daughter's member, watching the cock stand erect once again like a foal on Hearth's Warming Day first who sees the presents underneath the tree.

Sparkle slid off the bed and onto her hooves, still panting from the recent round. She turned her head to see her mother lying over the bed, her hind legs still touching the floor, giving her a sultry gaze. "Come dear, give your mommy more," Velvet cooed, shaking her rump.

Once again, Twilight's mind had to restart itself, but during this lapse her body moved on its own, preparing to claim her mare. The purple mare reared herself up to prop herself on her mother's back, her hooves kneading the soft white fur of the older Twilight's rump.

Taking a deep breath, she laid her cock on the crack of the butt, her magic flowing from her horn as it intertwined with the flesh of her own dick, her eyes closing as she felt the familiar sensation.

She felt an unruly pleasure while she was casting but as she finished, she opened her eyes and smiled in satisfaction, as there were now two dicks lying on the white unicorn's backside. She backed up and positioned herself differently, and then slowly entered both her mother's holes, causing the older mare to squeal in delight.

Velvet's eyes rolled back into her skull as she felt both members slide into her abused pussy and tight ass, her tongue lolling out of her mouth as she soon felt very full and loving each and every second of this feeling.

The purple unicorn soon reached her end, her crotch rubbed warmly against her mother's bottom. She slowly drew herself back before pushing forward, shuddering as her mother praised her with her moans and cries of delight.

"Harder, please fuck me harder," Velvet cried. Nodding, she picked up her pace. Her hooves dug deeper into the older mare's cutie marks, as she rut her own mother, forcing her to moan her name or praise one of the princesses for giving birth to the purple unicorn.

"Oh my sweet filly, give it to me. Oh you've made your mommy so proud, give me everything you got, just give it to me," Velvet begged, her head turned to watch her daughter mount her from behind. She felt very pleased to see this, for very few mothers are blessed with a daughter that can fulfill all her needs.

"Mommy, I'm going to cum. I'm going to fill you again," Sparkle cried. Her thrusts came faster and harder, turning the white flesh bright red after each slap.

"Let it go, Twilight. Breed me," Velvet gasped. She was not disappointed as she felt both members unload their combined contents into her. She soon felt her daughter lying on her back, in a daze.

"Happy… Mother's Day, mommy," Twilight muttered, before falling asleep.

"Thank you for the best gift a mother could ask for, my special little filly," Velvet said, using her magic to gently remove her daughter's softening members from her depths and place her on the bed. She soon got in and snuggled her daughter, emotionally content and happily filled.

~Dood~

"AAAHHHH!" Night Light, a blue stallion with a dark blue mane, screamed. He heard a yawn come from his left side.

"A nightmare again, dear?" Velvet asked, attempting to sleep soundly despite her husband's scream.

"Yea," he answered, still shaking.

"Spiders, dear?"

"No."

"The dream where you predict a meteor will land and destroy Equestria but nopony believes you?" she muttered.

"Not that one either," he stuttered, though he still didn't like that one.

"The dream where one of our children shows me a better time in bed than you could ever hope to?" Velvet asked, rather unnerved due to the recurring theme.

"Uhh…Ye..Yes," he muttered, ashamed of his nightmares.

"You are the only one for me," Velvet reassured him, turning over to face her husband. "Shining is married and Twilight has a marefriend." She placed a loving hoof on his and gave him a reassuring smile.

"I guess you're right. I'm still worried though," Night Light groaned.

"Then tomorrow night, we can see if you are still the tiger you were before Twilight's birth. Just get to bed, it's Mother's day tomorrow," Velvet said, falling quickly to sleep.

Night Light laid back down and shut his eyes tight, hoping that he wouldn't disturb his wife again with a silly nightmare.


	6. Chapter 6

[{Palace Maid/Lunar Guards/Dumbcolt}Implied F/M/M/M with a strap-on][{Twilight/Nightmare Moon, Twilight/Luna}F/Futa, Size Increase, Mind Control]

Four mares gathered around an elegant silver table in the Carousel Boutique, they were concerned about something related to their studious friend. "So, anypony else find this a little strange?" Applejack asked.

Rarity took a sip from her tea. "Indeed, dear, Twilight is hiding something juicy and it might be in our best interests to know what this is," Rarity said, glaring at Rainbow Dash who is giggling at the unicorn's choice of words.

"Maybe we shouldn't find out about it, it could hurt her faith in us," Fluttershy said, giving her friends passing glances before staring at her tea cup.

"It's Twilight being Twilight; I don't see the problem," Rainbow Dash said. Applejack and Rarity both gave her a confused stare.

"So it's normal for our friend, who is so socially inept that she has to read a book on friendship, to be having sex with mares on a regular basis?" Applejack asked. Rainbow Dash gave an awkward smile in response.

"So we know that Twilight has slept with Trixie, Pinkie Pie, Lyra, and that pegasus with the pith helmet," Rarity explained.

"That pegasus with the pith helmet is Daring Do, from the stories," Rainbow Dash said, all the ponies turned to the blue pegasus in confusion.

"Daring Do is fictional, isn't she?" Fluttershy asked. Rainbow Dash shook her head.

"Daring and Twilight met at the Princess' Ball for Eggheads, ever since then they have been dating in-between Daring's adventures," Rainbow Dash said.

"I see, but what about Pinkie? She has been hanging around the library more often," Fluttershy asked. Rainbow Dash shrugged.

"Pinkie might be trying to steal Twilight from Daring Do, but maybe Pinkie sees something in Twilight we don't?" Rainbow Dash answers.

Applejack slammed her hooves on the table. "How do you know so much about this? Maybe you know why this nonsense is happening to Twilight, and why the number of parties Pinkie throws a week has dropped, apparently to go have sex with Twi," She yelled. Rainbow Dash stood up to meet the farmer's gaze, while Fluttershy hid from the sudden outburst.

"I don't need to tell you," Rainbow Dash retorted, the two mares glared at each other.

"You invited Twilight to Cloudsdale for the Wonderbolt's show, correct? Maybe something happened there, involving a certain Wonderbolt," Rarity said, her eyes sparkled at the sound of gossip about a celebrity.

"Nothing happened up there, we just watched the show, talked to some of the Wonderbolts, and left," Rainbow Dash forcibly replied, worry etched on her face.

"Something did happen, I can see it now. Our poor Twilight was taken by one of the Wonderbolts and became their pet, possibly Soarin's, maybe Spitfire's since Twilight has been doing these things with mares," Rarity said, her friends simply stared at her.

"That didn't happen, Rarity, me and Twilight had a few ciders with Spitfire," Rainbow Dash said; soon regretting that as Rarity now met her face to face.

"So, you are saying that you, Twilight, and Spitfire got drunk; you began to talk about each other's sex lives, and then it went off into sex," Rarity said, with an understanding smile on her face. Applejack and Fluttershy looked in awe at Rarity's deduction skills.

"Yea, but I don't like Twilight like that. It was a spur of the moment kind of thing," Rainbow tried to explain, rubbing her neck.

"That would still mean you know why Pinkie, Daring, and apparently Trixie are all clamoring for a piece of Twilight," Applejack replied, staring the blue pegasus down.

"Yea, but Twilight's very self-conscious about it; not even the Princess or Spike knows," Rainbow Dash said, making the three other mares gasps.

"What in tarnation is Twilight trying to hide so dear that not even the her mentor, Princess Celestia, is aware of? I thought the Princess knows everything about that mare," Applejack asked, watching Rainbow Dash with a critical eye.

"Dear me, Twilight's first time was while she was in school, has multiple mares going after her, this has those delightful Neighpon novels written all over it," Rarity squeed as she clapped her hooves together.

"It does seem weird for Twilight to be doing these things. Maybe we should ask her," Fluttershy suggested.

"Ah don't think that will work, Twilight will probably try and keep this a secret till it makes her go crazy, then say something about it," Applejack explained; her friends nodded in agreement.

"So all we know is that Twilight is good with mares and starting to grow a harem for reasons she probably isn't aware of," Rarity said. Rainbow Dash shook her head.

"I don't think Twilight is even aware of the harem part, she is just annoyed by Pinkie coming in randomly. I don't even think this was all planned out and just a 'kind of happens' sort of thing," Rainbow Dash said, the girls mumbled in acceptance of the daredevil's answer.

"So we should try and figure out Twilight's secret, shall we? I don't think Pinkie will be of any help so we may have to try the source of all this; despite her protests," Rarity said, Applejack and Fluttershy nodded. Rainbow Dash just gave Rarity an empty stare.

"Ah need to head back to the farm, catch ya girls later," Applejack said, leaving the store.

"I'm going to head off too, can't be a Wonderbolt if I'm talking about secrets!" Rainbow

Dash yelled behind her, as she flew out the door behind Applejack.

As Rainbow Dash flew by she spotted Thunderlane talking to Cloudchaser; the mare was definitely laughing about something, while the colt looked as if he dodged a bullet. With a shrug, Rainbow Dash flew off.

~Dood~

Canterlot Palace, home to the Sister Rulers of Equestria. the marble halls of the mountain side castle were often vacant with the exception of the patrolling guard or a servant keeping the castle clean for their benevolent monarchs. A maid was levitating a tray of cookies, trying to not let a single crumb fall; her destination was the princesses' study, where they conversed and relaxed. The blue unicorn mare steadily walked to the doors, the large golden door itself wasn't exactly intimidating, but the two white pegasi stallions in golden armor were. Steeling herself, she walked up to the door. The guards were staring at the poor mare, seeing the tray of pastries, they nodded and opened the door for her. She walked in to see the Princesses talking. Princess Celestia gave the maid a pleasant glance before resuming her conversation with her sister.

"We fail to understand what goes through the minds of these ponies, do we not have servants that screen for these sorts of laws?" The Night Princess asked, reading a scroll. The Solar Princess say opposite to her reading a different scroll; between the two was a large pile of scrolls that the maid assumed is the scrolls they need to look at eventually.

"I have led these ponies for many years, and I can't understand them at all. What happened to the innocence that they once had?" Celestia exclaimed, sighing as she levitates a stamp with denied on it. The maid continued her trek over to see that both stamps with accepted on them are starting to gather dust next to the frequently used denied stamps.

"Sister, what is a 'clop'? Isn't that the sound of hooves walking on stone?" Luna asked, slowly levitating the denied stamp.

"In these days, clop is often used to describe masturbation," Celestia explained, Luna gasped and start to colour the scroll she was holding with the denied stamp. The white Alicorn continued to stamp each scroll with denied, giving each a glance before looking sadly at the large pile of scrolls, each with the princess' seal of failure. "I would kill for one of Twilight's lessons on friendship, just to break the tedium," Celestia said, she heard a gasp from the maid, who slowly levitated the tray of cookies next to them as she bolted out the door.

"Was that mare alright? We do not think thou protege's letters are that good, they are good but not something to kill for," Luna asked, she gave the door a passing glance before fixing her gaze upon her sister.

"The recent media is probably the culprit, the paper and some of the graphic books that came out recently as well," Celestia muttered, levitating a scroll for her to read. Her eyes went wide upon reading those words and burned the scroll. "I think we need to re-evaluate the ponies that view these 'laws-to-be' and see if they really are doing their jobs," Celestia said.

Luna gave her a worried look, "What is the matter, sister?" Luna asked.

Celestia shook her head and gave a weak smile. "I think it's time to retire, these scrolls would give even Discord a migraine," Celestia answered, rubbing her head with a hoof.

"Very well, but we would still like to know why these laws keep getting past the councilors," Luna said, Celestia gave a quiet laugh as the two left the study and walked out the door.

"So how is your faithful student?" Luna asked, as the two made their way to Celestia's bedroom.

"I'd like to say that she is fine, but I feel like she is hiding something from me, far more than usual. I recall a time when she was a filly, I was going to help her bathe in the royal baths as a simple gesture of kindness. I thought her use of magic when I first met her was surprising, the moment I walked to the baths she levitated me and yelled 'Don't come in' and threw me out of the baths. Of course that's when all these 'Molestia' rumors started to spread, all because of an innocent gesture," The white alicorn sighed, "But now, I'm lucky to see a sentence from her. Her last letter was 'Dear Princess Celestia, Today I learned that as much as I desire to help another pony, I can't do every-'and then a lot of scribbles, Twilight would have a heart attack before sending anything like that to anypony, much less me," Celestia exclaimed.

Luna gave a quizzical look, "That's rather odd. We have read the other reports of thy student, and she is extremely neat and proper when it comes to such things."

"Speaks paragraphs about myself when the best parts of my day include sleep, spending time with you, and reading my faithful student's homework," Celestia giggled.

Luna joined her in the merriment, until they reached the doors to Celestia's chambers. "We shall see you later, sister. Have a good night," Luna said, Celestia bid her a good night as well as she shut the door behind her softly, Luna began her journey to the throne room to begin Night Court.

~Dood~

"We wish to end this foal for attempting to talk us into allowing him to build a pony farm." Luna thought, as she looked upon the blue unicorn stallion with a milk bottle for a cutie mark, her two night guards were also confused by the stallion's proposal as their black bat wings couldn't decide whether to be fully erect or fall flat by their sides.

"As you can see from this chart, there are literally thousands of mares in comparison to the mere hundred or hundreds of stallions in Equestria. If we make a ranch made to house some of the more obedient mares, we can safely keep them from going on a stampede during the summer heat, and if a family needs a child or a stallion is looking for a good time, they can go there," The stallion said with a big smile on his face.

The Princess of the Stars and the Moon gave him a dead stare that even intimidated her own guards, "We do not think we understand thee, but allow us just to simplify it for ourselves. Thou wish to capture and train mares against their will simply because there are more mares than there are colts. Then thou wish to use them to sell to stallions in a way that is meant to be an act done by two ponies that love each other, an act that was once sacred to the night. Or for a means to allow the would-be mother to watch her spouse fornicate a common whore so that the couple could have a child; is this the 'gist' of what thou is telling us?" Luna asked. The stallion smiled and nodded. Luna whistled to her guards and gave them a wink. The two guards were now smiling.

"Our sister would never approve of this on any basis, and we would agree. but for a stallion such as thou spout such nonsense to us, we are willing to give thou a chance," Luna said. The stallion perked his ears up to listen to the princess' words, "As you may know, the palace gates are a 20 minute walk, but 5 minute run from thy current position. We shall give thou ten seconds head start. If thou reach the gates before my guards catch you, we shall grant you the land and mares required to make your dream possible. But if our guards catch thou before thou reach the gate, they have our full permission to do to thou what thou had planned to have done to the mares of your dream farm." The colour started to fade from the stallion's face, he turned to see the guards grinning from ear to ear. The princess cleared her throat to continue, "A fair warning; my guards do not care for the gender barrier, and since they are guardians of my night, they are easily faster than your average pegasus. You may start fleeing for your virginity, now," Luna stated as the door opened. The stallion didn't think twice as he bolted through the door.

The guards looked up to their mistress expectantly, she looked to them both. "When thou catch whatever that was, take him to either your quarters, or the maid's bunkhouse. We hear that the maid's would like something to cheer about and that they adore those same sex romance books, specifically the kind with two or more colts," She said. The two black winged pegasi nodded and flew after the stallion. After 3 minutes of waiting, Luna heard a startled shriek coming from the castle gardens. She turned her head to witness her guards now holding the struggling unicorn and flying him off to put on a show for the maids.

"Excellent, we hope the maids like the show those three will perform for them," She said with a smile, as a scribe walked in to the throne room.

"Your highness, that was your last petitioner for the night, would you like to retire early?" the small orange mare asked, her blue mane covering her eyes. Luna nodded as she stood from the throne and stepped down to meet the castle scribe.

The two mares walked past a door connected to where the bunkhouse was, the scribe blushed as she heard male grunts and the happy laughter of the maids themselves. "I think the night guard should stop having their fun with the maids, it's bad enough with all the romance novels that Princess Celestia lets them keep, but the fact that those bat ponies go in there and have a good time with whatever mare they want is absurd," The scribe stated.

Luna merely smiled, as they reach the Night Princess' chambers. "Good night, loyal Quill Pen. We shall speak with thee tomorrow."

Luna felt restless however, the thought that her guards were being active made her think of herself. "We have been on the moon for a thousand years and yet we haven't thought about what we desire. We are sure Celestia has had a few ponies she has cared for," she thought as she fell on her bed.

An idea came to her as she tried to get comfortable, "We're sure our sister wouldn't mind if we merely viewed the dreams of our subjects," she thought. She got comfortable as her horn began to glow, allowing her to astral-project herself, feeling the weight of her body leave her, she floated above her body, sleeping soundly as she traveled. She wanted to check on the progress of her guards, and made way to the Maid's Bunkhouse.

She saw her guards curled up around the poor colt they captured, one guard was clutching the unicorn from behind, evidently with his member still in use within the rectum of the fool. The other was holding the same unicorn from the other side. Luna couldn't help but chuckle at the one stray maid that was wearing a false penis, firmly hilted into the backside of one of her guards, mumbling in her sleep as she held onto the guard. all except the perverted unicorn were smiling contentedly.

With that bit of fun had, she felt her presence flow towards Ponyville. Merely two miles out of Canterlot was a wagon, with various blue ornaments around it. Luna sensed a unicorn within the wagon and decided to view the dream itself.

The dream itself was of the blue unicorn performing on stage for many ponies. Her tales of feats were remarkable and the tricks themselves were rather interesting. As the show closed, Luna floated behind curtain to see the same blue mare being petted by Celestia's protege, the only primary difference was that Twilight was now wearing Trixie's hat. "You did well, Trixie. Mistress is proud of you," Twilight said, letting the mare now called Trixie kiss her.

"I don't think I could have done it without you, Mistress," Trixie proclaimed, still nuzzling Twilight's neck. Trixie gave Twilight a pleading look before Twilight nodded in acceptance. Trixie lowered her head to Twilight's haunches to lick at her essence, hearing quiet moans from the purple mare. Luna looked on with a confused expression as she saw Trixie 'eat Twilight out' as they say. Luna had enough of this weird fantasy and left Trixie's dreams, unaware of the bulge growing from Twilight's crotch.

"That was a peculiar dream, prehapes there are dreams that do not include fornication," Luna told herself as she flew to Ponyville.

As she landed in Ponyville, she decided to check on her saviors from Nightmare Moon, starting with the fashionista. She flew to the decorated building and searched for the ivory mare. The Mare seemed to be in a pleasant dream; Luna dove in to view her fantasies.

The sight was a fashion show in Canterlot, Rarity and her friends, the other bearers, were dressed in the clothes they wore at the grand galloping gala.

"Thank you all, thank you so much for loving my designs!" Rarity cried, she opened her eyes to see that the cameras were not on her, but were on whatever was happening behind her. Rarity turned to see her friends making out with each other. Rainbow Dash had Pinkie pinned to the ground as the two kissed aggressively, while Twilight and Fluttershy were kissing each other as Applejack licked and kissed either of the mares, with Twilight's attention shifting to the farmer, and Fluttershy giving Twilight love bites on her open neck, Rarity looked on in confusion as Pinkie and Rainbow Dash started to walking over to her seductively to kiss her.

Rarity woke up with a scream. The shock itself sent Luna flying out the walls of the fabulous home. Luna looked back in confusion as to what had happened. "Why did her fantasy randomly include her friends kissing and frolicking on the stage of her finest hour? Is it in the town's water supply? We must speak to Celestia about this when we return," Luna murmured as she re-evaluated her location, she was by an apple orchard. "The one known as Applejack lives here, what is her fantasy?" She told herself as she floated into the farmhouse. When she finally found Applejack, she noticed that she was tossing and turning. Without a second thought, Luna dove into Applejack's dreamscape.

She found Applejack kicking apple trees, when she saw Applebloom and her friends walking towards her. "Hey Applejack, me and the girls wanna be Cutie Mark Crusader Librarians, but when we walked in, We saw Rainbow Dash, Pinkie Pie, and Twilight doing these weird things with their tongues, hooves, and some toys. Is that normal?" Applebloom asked. Applejack was speechless, and scared that she would have to explain the birds and the bees so soon.

"Maybe we can get a cutie mark that way, if Rainbow Dash is doing it, it must be awesome," Scootaloo said with a spring in her step.

"We can ask them for pointers, maybe they'll let us join them!" Sweetie Bell exclaimed, rather happy about the notion. Applejack's eyes went wide as her friends talked about this subject like it was another adventure, while her own mouth refused to let her speak.

"CUTIE MARK CRUSADER SEX SYMBOLS! YAY!" the three shouted in happiness as they dashed off, Applejack finally muttered a quiet "no" as she chased after the three fillies heading towards the library. Try as she might, the path stretched before her, preventing her from advancing, as her sister and friends were eagerly scooped up into the library by Rainbow Dash and Pinkie, leading forward towards Twilight, who had several dildos levitating around her.

"NO!" Applejack yelled, waking up from her nightmare, again throwing Luna out of the dreamscape and across Ponyville. She looked to the bed next to her to find Applebloom sound asleep.

"You okay, Applejack?" Big Mac asked from the bed one across from her own.

"I'm fine, just a bad dream," Applejack claimed, trying to get back to sleep.

Luna shook her head in anger, "Is everypony here thinking about intercourse?" she yelled knowing full well that no one could hear her.

She stormed to a Cloud house that was nearby to find Rainbow Dash sleeping in her bed, and simply jumped into her dreams.

Luna saw a racetrack that covered the land, with several members of the Wonderbolts racing along its track. One of these Wonderbolts had a rainbow streak coming from her instead of the usual cloud trail.

"The winner for the 20th time this year is RAINBOW DASH!" the announcer called as the crown roared and cheered for the rainbow-maned pony, the daredevil made a few victory laps that ended with a Sonic Rainboom, the only thing that could overpower the sound of her fans cheering and screaming for her. Luna followed Dash to a dressing room to meet Captain Spitfire, there and give each other a long kiss. Luna thought this was odd as Spitfire wasn't wearing her uniform.

"Nice race, we're going to give you an extra special treat for breaking the track record for the 7th time in a row," She said with a wink as she opened the door.

Luna had to rub her eyes with her hooves as she saw the display in the dressing room, the room itself was just Rainbow Dash merchandise with autographed pictures of herself, (Can YOU guess who autographed them?) but the strangest sight was that of Daring Do and Twilight having sex on the couch.

"Sorry, we started a little early. Twilight –yes- can hardly contain herself –oh- being in your dressing room, Dash. Hope youuuu don't mind," Daring said as Twilight thrust her hips into the mustard-coated mare. Twilight seemed to be holding Daring's legs to her sides with her forelimbs while she thrust what Luna assumed to be a toy similar to what the maid used on one of her guards.

"If you want Dash, there is plenty of me to go around," Twilight said with a seductive tone as her horn glowed, Rainbow Dash and Spitfire was ushered in by two more Twilights, standing on their hind legs extremely well, both equipped with two penises each. Rainbow Dash gave Spitfire a kiss on the lips while a free hoof attempted to rub the dual equipment of one of the copies.

Luna ran and didn't look back, "Why is Twilight becoming a reoccurring theme here? True, all she did in Rarity's dream was make out with Fluttershy and Applejack, but why does she have a bigger presence in other mare's dreams?" she told herself. She flew to Twilight's library to find out what was going on.

Luna found Twilight in the embrace of the same mustard coloured pony from Rainbow Dash's dream. "Odd" she muttered as Twilight snuggled deeper in the adventurer's embrace. She dove into Twilight's mind to see what she was dreaming about.

Luna appeared in what she assumed to be a study, a quick glance around the room and she noticed that there were countless shelves with books lining them. She found Twilight with the same pony holding her in reality lying in front of a fireplace, reading a book, and drinking some hot cocoa. The two read in quiet peace as Daring kissed Twilight's cheek, who returned the affection as they snuggled close together with a book between them.

The Night Princess smiled at the sight of the couple and left Twilight's dream. "Maybe we were imagining things. Twilight can't be the reason why her friends and a random showmare are having dirty dreams," She said, as she floated away. She stopped when she saw a rather suspicious bump in Twilight's sheets; she then remembered the dream with Rainbow Dash and blushed intensely.

"It can't possibly be true, there hasn't been a mare like that since our time, or that we know of," Luna told herself. She glanced back at the bed bump, she couldn't go to confirm her suspicions since she was astral-projecting. It was decided that she should fly back to the castle and confirm this with her sister.

~Dood~

"I have known my student since she was a filly; she doesn't have a penis, Luna," Celestia deadpanned.

Luna shifted in her seat as she recalled the events of the dreams she was in. "Possibly coincidence, remember that Twilight and her friends have grown close, and saved Equestria twice while assisting in Equestria's third saving. I'm sure they all have suitors of both genders coming to them. And I must say I didn't need to hear the showmare's fantasy about my student," Celestia explained.

"Then how about we go obtain proof of this? That your student is a trap among mares. Your admiral has a few words for that subject we do believe," Luna claimed, earning a royal facehoof from her sister.

"If you can prove that my student is like the mare from 1169 years ago, then sure. I'll admit that my pupil is a stallion or a hermaphrodite as you claim her to be," Celestia stated, levitating her glass to her lips as she drank, some of the maids blushing from the conversation the princesses had.

"Then we shall visit her tonight to prove this to you," Luna stated, Celestia merely shrugged, as they returned to the royal duties. Luna planning on how she will expose Twilight, not to the public, but to show Celestia what her student has been hiding.

~Dood~

Twilight yawned as she got ready to go to bed, Daring was sent to a meeting in a museum, thus Twilight would be alone tonight, well not exactly alone if Pinkie tries anything. As she walked to the bed, the window shot open. Twilight jumped back, hitting the bed with her butt as she saw the Night Princess walking in through the window.

"Princess Luna, it's nice to see you again. But why are you here? Would you like a drink? I am such a bad host right now," Twilight stammered, running down the stairs to the kitchen, only to trip and fall on her face at the bottom. Luna rushed to see if Twilight was okay. "I'm fine," Twilight got up and limped as fast as she could to the kitchen, with a worried princess following her.

"Are you sure you are alright?" Luna asked, Twilight nodded as she levitated some tea and boiled water, while trying to find something for the two to eat.

"I'm sorry, but all that I have is hay fries. I didn't know you were going to visit," Twilight said, putting on an awkward smile.

Luna gave the mare a passive scowl. "We shall be blunt with you Twilight Sparkle," Luna stated as Twilight poured them each a cup of tea. "Based on what we have found. We believe that you are a stallion," As soon as Luna was finished, Twilight quickly turned her head to the right and spat her tea out onto the wall.

Twilight gave herself a few breaths before continuing. "I'm sorry? I-I am not stallion," she stated as Luna leaned in closer over the table.

"We found you with an odd bed bulge when you slept with your marefriend," Luna said.

Twilight gave the princess an awkward look before taking another sip of her tea. "That actually speaks more about you being a pervert or a stalker than me being a colt. No offense, your highness," Twilight said.

Luna realized her words, with eyes wide, and tried to pick her next sentence carefully. "We are the princess of the night, thus dreams are our domain, and after viewing your friend's dreams, we-"Luna was interrupted by Twilight trying to hide under the table.

"I'm sorry about that but that still speaks more about you being nosy and a stalker by doing that," Twilight said, her words didn't mean any ill will but held fear; despite this statement, her actions spoke louder.

"Prove that I am wrong, Twilight Sparkle," The Princess demanded, crossing her hooves over the table.

Twilight cowered under the stare Luna is giving her, as she tried to stand on her hind legs. "See nothing," She said triumphantly.

"We could have sworn, maybe it was just a really weird fantasy of your friend Rainbow Dash to enjoy a mare with a penis, but then why didn't Spitfire or Daring have one each as well?" Luna asked rather loudly as Twilight's blush darkened.

"I wouldn't know, maybe she prefers some mares as mares and some as colts, we'll never know," Twilight said, as Luna drank her tea in a single sip, shaking off the heat it contained.

"We are sorry for bothering you, Celestia was right all along," Luna said as another jet of searing liquid shot from Twilight's lips and hit the kitchen wall.

"That was peculiar; may we inquire about that sudden outburst?" Luna asked as Twilight used her magic to grab a cloth to clean the mess.

"Nope, it burned my tongue that's all," Twilight lied, but she noticed Luna wasn't fooled.

Twilight made her way to help Luna out the door, she felt a familiar sensation, and it felt like a burden was released from her body. She immediately paused in her tracks, as Luna turned to her "Twilight Sparkle, is there something the matter?" Luna asked, as Twilight muttered an apology and shook her head.

As Twilight moved to the door, she heard a gasp from her side, she turned to see Luna looking at her hooves. "We knew it," she said. Twilight dropped onto her belly to hide her member.

"I'm sorry, Princess. I can explain this, please don't tell anyone, especially not Princess Celestia," Twilight begged, as Luna looked down upon the pony before her.

"This is simply like the last time; there was a mare like you, except she was far more accepting of this, she would go for any mare she wanted, and if a stallion annoyed her, she'd steal their spouses or marefriends, or unfortunately rape the poor colt if he was single," Luna explained, Twilight gave a grimaced look after hearing that. "Who else knows about this?" the blue alicorn asked, as Twilight raised her head to meet Luna's eyes.

"Two doctors from a hospital in Canterlot, a doctor and a nurse in Ponyville, my parents, Lyra, Pinkie Pie, Spike, Rainbow Dash, Daring Do, Trixie, and Spitfire. The mares that did find out came on to me, that includes the nurse that saw this last year for my usual check-up, not my mother of course," Twilight stated.

Luna nodded her head in confirmation. "I see, this will work out much better than the time with the mare, Great Canopy. Where she loved sex and always tried to get into somepony's bed, you actually try to hide this, thus making it less of a headache when the mares you have laid with give birth," Luna said with a smile, as she paced in the library.

"I'm sterile" Twilight said, causing Luna to turn her head to the purple mare. "I can't impregnate ponies."

"Odd, then you would be mating with them for no reason other than pleasure, that doesn't make sense, the previous mare did, and she alone populated 10% of Equestria back in our time, until the more aggressive ponies had her killed," Luna stated, as Twilight sucked in a breath.

"I doubt that will happen to you Twilight Sparkle, as long as you don't go around Ponyville ruining couple's lives," Luna stated.

"Okay," Twilight relaxed herself and used her magic to open the door for Luna "Have a safe flight, Princess."

"Farewell Twilight Spark-Urk" Luna jerked, as she fell to the ground, a hoof holding her head.

Twilight walked over to help the Princess. "Speak to me, are you alright?" Twilight asked as the alicorn turned her gaze to the purple mare, instead of blue open eyes like any normal pony would have, she had cat-like irises, her coat turning a slightly darker sheen of blue.

"Missed me?" Nightmare Moon laughed, as she stood in the library. Twilight backed up to a corner as Luna loomed over her, the Princess appeared normal but with sinister presence and cruel voice.

"But we saved Luna, you were defeated, how did this happen?" Twilight asked while trying to find an escape.

"Luna and I are one and the same, little mare," The Nightmare stated as she walked towards Twilight, her mane became alive and grabbed Twilight before she could make a break for it.

Nightmare Moon twitched as Luna fought back for control, while holding Twilight within her warped mane. She winced as she held Twilight triumphantly, "You mare, will become my servant. You disobey, and you will suff- what on the moon is that?" The Nightmare asked, as she glanced down between Twilight's hind legs, which Twilight struggled to cover to no avail.

The dark alicorn smirked, "So, the weakling found herself a toy to play with," She claimed, poking the purple member with her hoof.

"No, we are not like that, let me go!" Twilight shouted with her face flushed by Nightmare's accusation.

"Celestia's toy then, I'm sure she loves the cute mares, especially one that is equipped to hold her large rump as you fill her whorish cunt," The Alicorn laughed, as she began to rub Twilight's dick along the length with her hoof.

"Stop making these accusations, I'm not doing anything with the princesses. Princess Luna just found out!" Twilight yelled, but this only sparked an idea within her mind as she continued to play with the member.

Nightmare Moon's features sported a smirk. "Then we shall have to introduce ourselves a bit better."

Twilight hesitated as she saw Nightmare Moon's mouth open and threaten to consume her member. "Are you sure you wanna do that, how about we cuddle, you turn back into Luna and Equestria lives happily ever after?"

"You do not wish to mate with royalty, young one? Many would jump at the chance, and you will soon find out why." Anti-Luna smirked.

The black alicorn opened her mouth to allow the purple cock into her maw. Twilight began to writhe in the Moon goddess' grip as she felt her tongue play with her urethra, her senses were taken over by the warmth of Nightmare Moon's mouth.

The purple mare began to buck her hips, in order to get the Dark Alicorn to take more of her inside. The gesture hadn't gone unnoticed, but Nightmare Moon wouldn't allow this weakling the chance to try to dominate her. The magical aura surrounding Twilight's limbs faded away as she floated back down to the ground. With her limbs now free, Twilight tried to hold the moon goddess below her and thrust as much of her cock down Nightmare's throat as she could, while she began to lick and suckle the dark empress' horn.

Nightmare Moon's annoyance that this unicorn had the audacity to use her mouth in such a way was surpassed by the pleasure of Twilight's oral ministrations and her own libido yelling at her to mount this mare. She took great joy in the taste of Twilight's cock, as Twilight forced her superior to deep throat her dick.

"I'm cumming," Twilight cried, giving Nightmare one last thrust, forcing all her spunk to travel into the alicorn's stomach. The purple mare held her position for a few moments, with the moon goddess' nose pressed against her fur as she deposited the last of her seed, then released the larger pony and falling on her rump.

"You foal, did you think that would satisfy me?" Nightmare Moon scowled, Twilight flinched and tried to move away from the alicorn only to be grabbed again by her magic. "You seem ready to perform again. I am pleased with your output, but did you think that such a small size would be enough?" She flicked the unicorn's hard member as her horn began to shine an eerie blue colour.

Twilight felt a strange pain in her crotch, as if she was being pulled by an unknown force, she opened her eyes and saw Nightmare Moon salivating. She looked down to see her member had grown even larger than before, it was now nearly nineteen inches long and five inches thick. "There we go, fit for royalty," the dark alicorn panted, as her magic carried Twilight into the bedroom.

She released her grip on Twilight and sat down with her back end facing the purple mare, her tail moved out of the way to give Twilight a better look at her winking sex. "Do you need an invitation? Please me like the good little mare that you are!" Nightmare shouted.

Twilight was hesitant, but as her hooves began to rub the larger pony's lunar cutie mark, Twilight rubbed her prick along alicorn's slit. "You dare tease your better? I will flay your flesh if you are not inside-" Twilight panicked and had thrust herself hilt deep. "MEEEEE!" She screamed as the sudden intrusion took Nightmare by surprise. She could already feel the member threatening her womb.

"Oh my, bigger than I expected," Nightmare muttered, as Twilight thrust deeper into her with reckless abandon.

Twilight was speechless, all she could do was thrust wildly into the evil goddess. She felt the walls of the alicorn constrict her painfully, desperate for the same treatment the goddess's mouth had received earlier.

Nightmare Moon had another thought, she grinned as her horn shined again. Twilight felt a new pain, her muscles began to work harder like she was in the 'Running of the Leaves' again but was forced to sprint the entire way while she carried Princess Celestia on her back. She nearly blacked out, but she continued her pace of entering and leaving Nightmare's warmth, as a sticky liquid splattered her lower regions.

Twilight eyes came back to focus as she saw Nightmare Moon, an evil she defeated with the help of her friends, now drooling onto the floor, thrusting back to meet her own movements. Twilight also noticed that she was moving faster, each time her groin met the fallen princess's hind quarters, there was a sting of pain that was drowned out by the pleasure of the Alicorn's vagina massaging and sucking her cock.

There was no warning this time, even as Twilight continued to hilt herself with the evil goddess, she came hard, flooding the Mare of the Moon's orifice with whatever she had left to give. Nightmare's second orgasm hit her just as hard as when she had 'enhanced' Twilight's body, her juices mixed with the purple mare's cum as it dripped onto the floor.

'Now for the weakling to have some fun,' Nightmare thought, as she breathed a shaky sigh. Her fur began to return to its dark blue colouration, and her eyes lost its draconic features. Luna snapped back into reality as she felt Twilight battering her backside like a wild animal.

"Twilight!" Luna cried as she backed up and rode Twilight to her next orgasm, the purple mare lost her control as she felt the large blue backside crash into her over and over, she tried to thrust back only to lose out to the moon princess's feverish bouncing.

Twilight was trapped underneath the blue alicorn. The pain her crotch was receiving from Luna's hectic riding, and how desperately the Moon Princess was trying to milk more of Twilight's cock with her silt was almost too much.

"Luna?" Twilight muttered as her vision faded into blackness. Before falling unconscious, she could feel that Luna had cum particularly hard, which caused Twilight's small lower body to support the much larger alicorn's entire weight.

~Dood~

Twilight awoke in a hospital bed, with Doctor Stable and Princess Luna talking to each other, she heard her friends on the other side of the door, talking to each other. The two noticed as Twilight woke up and opened the door for her friends to enter.

"So Miss. Sparkle, I have good news, great news, and bad news," Doctor Stable said, as Twilight's friends gathered. "Which would you like to hear first?"

Luna levitated Twilight into a wheelchair with her entire lower body in a cast. She looked to her friends and the Princess who was there and sighed, "Great news I guess, then work our way from there?" The Doctor nodded, and levitated a clipboard to his view.

"The great news, is that your upper body is in fantastic shape, it's better than some of the Wonderbolts, and once your legs recover, they should be able to match their physical attributes as well, more or less though," as he explained that much, Twilight turned to see Pinkie Pie was nearly beaming, with Rainbow Dash trying to keep herself from laughing, "It seems whatever Nightmare Moon did to you, it's rather permanent." Her friends gave Twilight and Luna odd stares as Luna tried to avoid the gazes of nearby ponies.

"The good news is that there was minor damage to the groin, so whatever toy you were using at the time, please take care before using them again." Dr. Stable said, Twilight breathed a sigh of relief when he didn't mention her secret.

"The bad news is that nearly every bone in the lower half of your body is either broken or cracked so I don't recommend any actions requiring the use of your hind legs for at least a month." This news earned a groan from Pinkie, and a more subtle groan from Rainbow Dash. Twilight was actually glad about this news due to the fact that Pinkie won't harass her for a month or a little longer.

"Very well, thank you doctor," Twilight said, as Applejack wheeled the purple mare out.

"We must apologize for that, Twilight Sparkle. It has been indeed a thousand years since we laid with a pony. We hope you can forgive me." Luna said, as she walked with the group. Twilight smiled at the princess and nodded in acceptance.

"So Princess, how was Twilight?" Rarity asked the alicorn, one ear of each pony within a mile radius perked up to listen to the answer.

"She was very good; but Nightmare Moon influenced her body and shut her mind down, so it was like doing it with a frenzied beast, it had no true emotion in it. If we choose to lay with anypony again, we will have some passion involved."

"I see," Rarity muttered, looking to her handicapped friend. Luna bid them farewell as they headed to Twilight's house for a "Get-better-FAST-Twilight Party"

~Dood~

Luna went to bed with a happy smile, only for her dreams to be invaded by a sinister presence.

"I am sure Twilight gave you a good romp, and after all she pumped into us, I am rather certain you are with foal," Nightmare Moon gloated "With her magic within the foal, I'll take it over and rule Equestria, without your weakness holding me back," Nightmare laughed victoriously as Luna started to giggle, breaking the evil goddess from her revelry. "What is so amusing, you pathetic whelp?" the Dark mare asked.

"Twilight can't impregnate mares, her seed lacks that capability," Luna scoffed, only to watch Nightmare Moon throw a world class tantrum, she was having a rather good dream that night.


	7. Chapter 7

Tags: [{Rarity}F, masturbation, toy][{Twilight/Daring}Futa/F, vaginal, oral, slight anal][{Twilight/Rarity}Futa/F, vaginal, oral, hornjob]

A month has passed since Twilight's hospital visit, and Rarity is on the verge of pulling her beautiful mane out trying to figure out Twilight's secret.

For the last few months Twilight has shared her bed intimately with several ponies, and her most recent conquest was the Princess of the Night herself. The ivory unicorn regrettably juggled her work with her pursuit of gossip on one of her friends.

"Hey sis, are you still working?" Sweetie Belle asked, the filly trotted up to Rarity's workstation as the elder unicorn nodded. Sweetie frowned as she saw her sister work then stop repeatedly as something keeps taking her attention. "HEY!" The cry startled Rarity, causing her to drop her magic and gaze down to the little filly.

"Sweetie, you know you shouldn't surprise me like that, goodness knows what could have happened," Rarity scolded.

The filly looked down with her ears pinning to her head. "I'm sorry Rarity, but you always seem lost every once in awhile so I wanted to know if I could help," Sweetie Belle said, she noticed that Rarity's features shifted from annoyance to thoughtful.

"You shouldn't worry about such things, so go and play with your friends. Come back at six for dinner, okay?" Rarity said, the filly sighed in annoyance as she left her sister alone to her thoughts.

~Dood~

Sweetie Belle walked the streets of Ponyville looking for her friends. The search wasn't difficult as she found them in the park. Her friends Applebloom and Scootaloo were sitting, appearing both bored and confused about something.

"Hey girls, what's going on?" Sweetie asked, as she sat down by the two.

"I don't know, Applejack has been acting weird lately, she makes an occasional glance towards the Library and makes a weird face like she doesn't know if she should be disgusted or jealous or something," Applebloom said.

The orange pegasus nodded, "Yesterday I found Rainbow Dash napping on a cloud muttering Spitfire and Twilight's names like it was so awesome."

Sweetie Belle eyes went wide as if she felt a sudden bolt of realization. "That's funny, because Rarity has been pacing in her room talking loudly about what is going on with Twilight," The three ponder this as they reach a conclusion, which is met with a group nod.

"This means we gotta go talk to Miss Twilight, right? And figure out what is up with her so that Applejack will stop being confused every time she so much as glances at the library, Rainbow Dash will stop having weird dreams, and Rarity will stop getting her saddle in a pinch about whatever is happening with Twilight," Applebloom suggested as the two other fillies nod.

They stood up and let out a deafening "CUTIE MARK CRUSADER, TWILIGHT DETECTIVES! YAY!" As they dashed to the tree home of the purple unicorn.

~Dood~

Twilight levitated her wheelchair down the stairs into the basement, still stretching her hind legs after so long of no movement.

"Finally, my view is back," Daring said, as her wing brushed gently on Twilight's rump, surprising the unicorn with the sudden contact.

"Very funny, just remind me to never let myself get raped by an evil alicorn that hasn't had sex in a thousand years, okay? I'm just glad I got that spell reversed, or I'd be splitting you in two," Twilight said.

Daring merely chuckled, as she kissed her marefriend on the cheek. "Sorry Twi, but it's still sorta funny in hindsight, still pissed at the princess for trying to take my mare. But its silent anger or spending the remainder of my life on the moon for yelling at a princess." Twilight made a small lap around the library to fully get her legs functional again.

"So, why are you doing laps in here and not outside? It's a beautiful day," Daring asked.

The purple unicorn stopped in her tracks and smiled, "For two reasons, the first reason is so that some specific ponies don't know that I have regained access to my lower body, and the second reason was I needed to work my legs a bit and there is a lot of room here," Twilight punctuated that point by panning her right hoof across the room to illustrate how large the main room was.

"I swear, this building is so much smaller on the outside then it is on the inside," Daring commented as she glided towards her lover, draping her two forelimbs over the purple unicorn.

Twilight's face shifted to that of seduction as she used her magic to massage the adventurer's wings, earning a moan from the mare. "I think we both know what will happen in the next few moments," Twilight said as Daring shifted to kiss her.

As the two shared a kiss, the door burst open. The couple stopped and straightened themselves out as three fillies walked in.

"Hey Twilight, how are ya?" Applebloom asked, as her friends split up looking around the library.

"Hi girls, what are you three doing? Need a book?" Twilight asked as the young crusaders wandered around looking for something.

"Nah, we're just browsing," Scootlaoo exclaimed, sliding a book out of its space before putting it back, evidently hoping it would reveal a secret staircase or something.

Sweetie Belle walked up to the elder unicorn, wearing a fedora, she dropped a notepad in front of her with a pencil shaking in her magical grip. "So Twilight, if that's your real name, What are you doing here?" she asked.

Twilight arched a brow as the fillies went about trying to find a passage or something. "My name is Twilight Sparkle, and I live here," She said, Sweetie Belle wrote a few notes on her notepad as she nodded. "I didn't know you've been using magic. That's so great Sweetie," Twilight said with glee, Sweetie Belle simply shrugged it off in an attempt to remain in the 'mean-flanked' cop persona she had been developing for 10 minutes.

"Likely story, what did you think you were doing before we walked in. I bet you were going to wreck something and cause mischief with your advanced unicorn magic," Sweetie Belle said.

"She was going to wreck something and we both were going to get into some mischief, whether Twilight uses advanced magic is up to her though," Daring muttered with a slight chuckle as she dodged a book. She turned her head to see the filly detective giving her a confused stare while the older unicorn gave her an angry glare..

"Can you repeat that?" Sweetie said, now walking towards the older pegasus.

"Sorry kid, some words shouldn't be uttered within earshot of youngsters," Daring said, making the filly grumble.

"We are not little kids, we deserve to know what Twilight's secret is so we can get our detective cutie marks," The two other fillies nodded as Twilight's eyes went as wide as they could.

"Why do you girls need to know that?" Twilight asked.

"So that Rarity would go back to normal instead of that weird 'stare off into space' thing she has been doing," Sweetie Belle said.

"Applejack has been acting weird lately too, she has been giving weird looks at the library while she worked," Applebloom piped up.

"And Rainbow Dash has been having dreams about you and Spitfire," Scootaloo added. Daring looked concerned as she looked to her marefriend, watching all the sparks fly out of the mare's head.

"I think you girls need to go, Twilight might go into Crazy-Overdrive mode soon," Daring said, ushering the crusaders out the door and closing it behind them. "Twilight, you okay?" she asked poking the purple mare.

"I know why Rainbow Dash is sort of like that, but Applejack and Rarity? Rarity is probably just curious, but why would Applejack make weird faces towards me? Does she disapprove of something? Does this mean I have to tell them my secret?" Twilight asked, her body shaking at the thought of one of her friends not liking her because of what she was born with or, for not telling her friends what she was born with.

"Maybe telling them isn't such a bad idea, just need to be careful about it. Don't want them to turn out like Pinkie, right?" Daring said, the words were an unintentional dagger in Twilight's back as she recalled how Pinkie acted when she first found out.

"Well, Pinkie is getting better. She is only coming by once a week now to check on you," Daring said. Twilight nodded, as she recalled her time in the wheelchair, Pinkie visited a few times to help her around the library, a turn for the better from when she was overly affectionate about Twilight's extra parts.

"I'll tell them when I'm ready, but it'll be on my terms. I'm going to need to prepare though," Twilight said, she stood up as Daring slowly kissed her, Daring's hooves rubbing along Twilight's back as a pair of purple hooves stroked her own.

The two broke the kiss as a trail of saliva still connected the two before breaking. "Take your time, Twilight. I'm here for you, if you need me for something, you know I'll be there for you," Daring said, she sat down behind Twilight, and held her from behind, resting her head on Twilight's shoulder.

A sly smile found its way across Twilight's face, "Like when you saved me from Nightmare Moon and her thousand years of no sex and bone crushing back-side, right?" Twilight chuckled.

Daring gave a soft laugh as she held the purple unicorn. "Sorry, but even I can't stop an Evil Demi-goddess without back up. Knowing it was happening would help too," Daring said, nuzzling Twilight's neck before kissing it, Twilight's head rested on her lover's head, rubbing her cheek through the multiple shades of gray that made up Daring's mane.

Twilight lifted her head from Daring's mane, and looked into the Pegasus' pink eyes. "Want to continue this upstairs? In case more ponies decide to walk in on us?" She suggested, Daring gave a small smile before kissing Twilight. The two made their way to the bedroom to let out some pent up frustrations.

~Dood~

The three fillies grumbled after Daring pushed them out. True they remembered the time Twilight made them want her crummy doll, but if discovering the purple mare's secret means a cutie mark, then by Celestia, they'll make sure the world knows about Twilight and her secrets!

The fillies began to climb the library to the upstairs balcony. As they neared it they started to hear moaning.

"Isn't that Miss Do's voice?" Applebloom asked, her friends nodded slowly as they continued their climb. The moans became louder as they ascended. Soon they reached the balcony and found the drapes covering the window. They won't take this lying down, not these crusaders. They shifted around the tree and found an unblocked window hiding in the foliage of the tree. With a grin, the fillies gazed inside.

"Why is Twilight's head in between Miss Do's back legs?" Sweetie Belle asked, as they watched Twilight's head pivot in Daring's crotch while her fore limbs held Daring's hind legs, Daring was stretched out on the bed, trying to grip the covers as she felt each lick of her lover's tongue. The girls saw Daring arch her back as Twilight's head stopped moving, instead Twilight got up from her position at the side of the bed and climbed on top of Daring, who is now resting after her orgasm.

"Wait a minute, what is THAT?" Scootaloo exclaimed, trying to point at Twilight's appendage. The girls looked at the purple mare curiously as she positioned herself above the Khaki-coated pegasus. They all gasped as Twilight sunk her maremeat into Daring's honeypot, slowly feeding inch after inch into the adventurer.

"I love you, Daring." Twilight said when she had her entire cock inside her marefriend.

"I love you too, Twi-LIGHT!" Daring gasped when Twilight started to thrust harder than normal, Daring held on to Twilight for dear life, as she felt the unicorn's secondary horn plow through her depths.

"I think you got tighter, love. And by the way, I'd have to be a moron to have the fitness spell Nightmare cast on me reversed," Twilight said, as she rutted Daring Do. Softly biting Daring on the neck, Twilight smirked as she saw her lover, nearly in a stupor, thrusting her hips back to meet Twilight's own hips as they continued, Twilight managed to suppress her orgasm upon feeling Daring's pussy trying desperately to milk her dry.

Their audience was more than confused with the display they were witnessing from behind the window. Watching Twilight flip Daring onto her belly, who merely laid across the bed, Twilight laid down on top of Daring and began thrusting her penis into Daring's vagina from behind.

"I think we should go and tell our sisters what we just saw; they'll know what to do," Applebloom said, the girls nodded in dumbfounded confusion as they inched themselves away from the window.

The purple mare started to feel her seed churn as she used her magic to lift Daring onto her back hooves, and rutted the mare downward doggy-style. Twilight nearly fell onto her lover as her thrusts became faster, harder, and more determined. Daring's tongue fell out of her mouth, as the only thing that she could process at the moment was the marecock penetrating her.

Twilight's eyes shut hard as she humped forward a few more times before halting. "I'm cumming!" she cried, feeling her essence rapidly leaving through her dick.

Daring's eyes went wide as she felt her lover's seed enter her, her tongue finding its way back into her mouth before her teeth clenched hard, she felt so full from the sudden invasion of Twilight's baby gravy, and then the sudden saddening emptiness of Twilight withdrawing her cock from her depths.

"Ready for round two?" Twilight whispered, Daring smiled as she shifted a little, to give her purple lover easier access to her bottom, her smile growing wider as she felt the mare meat trying to break into her backdoor. With a sudden 'pop' Twilight was nearly hilted once again within Daring Do.

~Dood~

"You saw what?" Rarity asked, looking at Sweetie Belle with a questioning expression.

"Twilight's a stallion, me and the girls saw her and Miss Do doing that Adult pony thing, Twilight put something purple and connected to her inside Miss Do," Sweetie pouted.

Rarity gave it a thought for a moment, than realization. "So that's what she was hiding, but I have seen Twilight at the spa, and she most certainly did not have that," She said to herself, forgetting that her sister was a few feet away. Rarity looked back to her sister with eyes wide.

"Sweetie Belle, you shouldn't be nosy around other ponies business, do you recall the events of Gabby Gums?" Rarity scolded, Sweetie hung her head low as she did in fact recall the events of Gabby Gums.

"Tomorrow, you will apologize to Twilight, and promise me that you won't speak of Twilight's secret," Rarity exclaimed; Sweetie Belle merely nodded in agreement. "Now then, I think it's time for dinner, come along now," Rarity said.

For something like this, Rarity knew she should have been harder on Sweetie Belle, if it weren't for the fact that she has been guilty of these same thing towards the same pony. The true terror to Rarity was the fact that now, she can't picture her purple friend without some large purple cock attached to her.

~Dood~

"Applebloom! Didn't your stunt as Gabby Gums teach you anything? For spying on Twilight, you are grounded missy, and you'll be apologizing to Twilight for spying on her," Applejack shouted, the poor filly was muttering various curses that quickly had her being dragged into the bathroom to have her mouth scrubbed by the annoyed orange mare.

"Twilight with colt parts. That's a load of manure," Applejack exclaimed, setting Applebloom down, who is now coughing bubbles form her mouth.

"It's true –hack- me and the girls saw it, Twilight was sticking her colt parts into Daring, why would I lie about that?" Applebloom asked.

Applejack stopped for a moment, She does make a point, "but we have seen Twilight at the spa, she doesn't dangle." She looked back to her sister, with a stern look.

"Promise me that you won't spread that around town, Twilight is a bit too high strung to have ponies asking her if it's true. Okay?" Applejack said, Applebloom simply nodded, as she walked to the kitchen to find some food. "And don't pig out on snacks, supper is in a few minutes," Applejack yelled to her sister, which was met with a light "Oh come on!"

~Dood~

"Knew it, squirt," Rainbow Dash said, walking with Scootaloo around Whitetail Woods.

Scootaloo looked to her hero with a questioning gaze. "You did?"

The cyan mare nodded. "Yea, but Twilight wants it kept on the down low, you understand?"

The orange filly nodded quickly but then a new question came up. "How did you find out?" Scootaloo asked.

Rainbow Dash stopped and rubbed the back of her neck. "Me and Twilight got drunk after a Wonderbolts show, and sorta had sex with Spitfire, but don't tell anyone,"

Scootaloo nodded. "Got it, Rainbow Dash!" She cheered, as the two pegasi left the woods and made way for Ponyville.

"By the way, you'll be telling Twilight you're sorry for sneaking a peek at her goods," Rainbow said, as the orange filly stopped dead in her tracks.

~Dood~

Rarity was tossing and turning in her bed, a large queen sized bed with red covers and pink curtains on the sides draping across the upper frames of the bed. The wood was adorned with various diamond designs. The nightstand on the left side of the bed held the same design choice with a lamp resting on its top. Mannequins stood in her room a fair distance away by a workstation.

Rarity was far more confused than she was before Sweetie told her the news, still unsure whether to believe the filly, but she plans on confronting her unicorn friend tomorrow after Sweetie Belle apologizes.

Even with that thought, Rarity had difficulties sleeping, especially with an overly seductive Twilight in her mind with a hard cock between her hind legs.

"Curse my curiosity and love of gossip, I'm not going to sleep like this," Rarity said, taking her covers off. The ivory mare's hooves started to caress her body, pretending it was her purple friend doing it instead. She tried to replicate how Twilight would touch her, very gentle yet curious touches around her belly before a tentative plunge to her flower. The sensations forced her eyes closed.

Rarity's hoof would lightly slide over the sensitive petals while stimulating her nipples, sending shock waves throughout Rarity's body. The librarian in her mind's eye would often tease the fashionista with her round bottom, seductive eyes, and generous girth; and yet, Twilight wouldn't touch the tortured unicorn, making her pleasure herself. Rarity cursed the fact that Twilight wasn't here while she rubbed herself, her magic opened her night stand to reveal a small pink vibrator, Pinkie's gift to her on her second week of staying in Ponyville.

She levitated the pink phallus to her lips, giving it a light lick before taking a few inches into her mouth. Her hooves worked harder while she fellated the object, one hoof attempted to penetrate past Rarity's barrier while the other rubbed at her breasts.

Satisfied with the slickness of her toy, she carefully levitated it to her marehood, pressing only a few inches inside her and switching it on.

The ivory mare's eye shot open, the hoof that was working on her nethers now rubbing her belly affectionately, as her toy thrust and withdrew from her depths. Her eyes closed again, with Twilight looming over her, teasing her with her cock, only slipping a few inches within before taking it out.

Even though Twilight was the physically weakest of her friends (after her night with Luna however, that could be up for debate), but merely imagining the purple mare holding her, made her feel safe. Twilight has done plenty to help her friends, being the unofficial leader of their little group, the thought of this mare with a stallion dick was quite overwhelming.

"I guess I figured out what Pinkie sees in Twilight." Rarity thought as she dared to place more of her vibrator within her. While she worked her magic, her hooves were stroking every inch of her underside with careful precision.

"TWILIGHT!" Rarity cried, as she came, realizing what she just screamed out, her hooves shot to her mouth. Slowly feeling her orgasm coming to an end, she slowly walked over to her window to see if she woke anypony. She sighed in relief that no pony was trying to break down her door to tell her to be quiet.

~Dood~

The Cutie Mark Crusaders found themselves standing in front of the Library doors as if it was the very portal to Tartarus. The three fillies gave a tentative look to their guardians, Applejack looked rather annoyed, Rarity was looking oddly scared of being within 10 feet of the tree, and Rainbow Dash appeared as if she woke up 5 minutes ago, which she in fact did.

They knocked on the doors a few times, and waited.

They saw manifestation of their current grief standing in front of them with a simple smile. "Good morning girls, you know you don't need to knock to enter a public library." Twilight exclaimed with a chuckle. She turned her attention to the three mares behind them, and lost her smile. "Is there something wrong?"

"We're sorry," The fillies said, their eyes refusing to leave the safety of the dirt below them.

"Sorry for 'what' exactly?" Twilight asked, she gave them an awkward smile as she started to worry.

"We saw you and Miss Do doing Adult Pony stuff, and hoped that it would get us a detective cutie mark," The three said in unison.

Twilight's face drained of colour as those words repeated themselves within her head, "I see, so I take it you only told your sisters and Rainbow Dash?" she asked, watching the girls nod, as well as noting the two awkward nods from Applejack and Rarity. "How exactly did you three see us? Daring ushered you out of the library yesterday when I was about to go 'Crazy-Overdrive Mode' as she called it."

"There is a window hidden in the tree branches on the left side of the tree," Scootaloo said.

Twilight turned her head to where she thought the young pegasus referred to. "There was a window there?" Twilight asked, her mouth agape. She snapped out of it, to turn back to the crusaders. "Thank you for telling me about that, I'll make sure to block it off from now on,"

"Thanks Sugarcube, please tell them what you were really using, they thought you were a colt," Applejack said with a chuckle. Rarity, however, gave an inquisitive look to the purple unicorn, while Rainbow Dash looked bored.

Twilight gave it a second of thought before saying "It was an Adult toy, for adult mares who don't have adult colt parts; so, it's an adult thing, for adults," Twilight said, giving the worst 'please believe me' smile imaginable. Applejack's smile turned to a look of confusion while Rarity's turned to match but with more blush on her face; Rainbow Dash was on the verge of falling over in laughter.

"I… I see," Applebloom said, she and her friends having trouble processing Twilight's words in their heads. They bid the librarian goodbye before leaving to do their crusading, while the three older mares still stood before their friend.

"So, was it really just a strap-on you and Daring used, sugarcube?" Applejack asked, unsure of the situation.

"Of course, why wouldn't it be? Mare with penises? This isn't Manehatten or Las Pegasus where freaks like that are found at every street corner," Twilight chuckled nervously, slowly making her way back into her library, but just enough so that no pony notices.

"Is there something you're not telling us, dear?" Rarity asked, feeling oddly hopeful that Twilight lied to the fillies to protect them.

"Yes, I'll tell you… and Fluttershy, but I just need time to figure things out before I say things I may regret. Later girls," Twilight said, returning to her library, leaving the three mares befuddled.

"Rainbow Dash, can you shed some light on things? You are one of the mares that spent 'time' with her after all." Rarity asked.

"I could say something, but I don't think Twilight would want me to say," Rainbow Dash answered.

"Ya know, for Twilight's secret and her trying to keep it a secret, and you helping her…you both are bad at it," Applejack said, "But this all means that the girls were right, Twilight might be a colt, she must use magic to turn herself into a mare when we all gather at the spa every once in awhile."

"Twilight may not be the most 'socially' inept pony, but I don't like to think that she, -or rather- he, would hide himself like this without a real reason," Rarity exclaimed. Both ponies turned to Rainbow Dash in confusion.

"Twi's going to kill me for this… Follow me," Rainbow Dash said, leading the two ponies away from the library.

~Dood~

Rainbow Dash led Applejack and Rarity to a clearing and looked around for eavesdroppers. With a sigh, she turned to face her friends, "Twilight has both, she has mare and colt parts. She just hides the colt parts with some medicine tea stuff," This shocked the two ponies, but Rainbow merely grumbled, "Don't be so surprised, it all adds up if you think really carefully," She said, the cowpony and designer looked to each other in confusion.

Rarity started to fidget in place while AJ rubbed her chin, trying to make sense of it all.

"So Twilight clutches and dangles, so what… why is Pinkie tripping over herself to get that mare in bed?" Applejack asked.

"Because the idea of a mare with a dick is pretty hot. While Twilight's goo can't knock a pony up, but she can still give till it hurts. Spitfire and I found that out the hard way, we didn't have a hole that wasn't sore after that night," Rainbow Dash explained, rubbing her flank at the memory of the painful morning after.

"So basically, Pinkie has her fun with Twilight because she is a fun romp with no consequences?" Applejack said.

Rainbow Dash thought for a moment before shaking her head, "I'm pretty sure Pinkie likes Twilight a lot more than just as a 'friend with benefits' probably as much as Daring loves Twilight. I don't know about Lyra or Trixie, and I'm pretty sure Spitfire and Princess Luna will be a one-time thing."

Applejack thought for a moment until Rarity gave a questioning look to her rainbow-maned friend, "What about yourself, dear?" Rarity asked.

Rainbow Dash started to sweat a bit, "Me and Twilight only did things twice, once with Spitfire when we got drunk, and another time like a few days before Luna decided to crush Twilight under her butt," She said, her friends gave a slow nod.

"What was it like?" the ivory unicorn asked.

"It's hard to describe. It's like… I can't describe the first time since I was drunk but the second time… I felt completely safe when she held me, like Nightmare Moon, Discord, or even the Changelings can't touch me as long as Twilight holds me close to her heart. Twilight was my first 'stallion' so I can't compare her to anything, but I figured that a stallion would just be really rough, Twilight starts out gentle before getting rough, and the rough part isn't painful as I thought it would be, I'm just kinda on cloud nine while Twilight plows me, and it just feels…awesome," Rainbow Dash said dreamily, she looked down to see that Rarity had left her and Applejack alone, with the cowpony blushing rather hard.

"RD, remember when we got drunk during cider season once?" Applejack asked; Rainbow Dash merely nodded. "Wanna rein act it?" she asked, Rainbow's face beamed with a large smile before racing her orange friend to the Apple Family barn.

~Dood~

Rarity charged to the Library, the heat between her legs controlling her brain as she slammed the door open, revealing Spike cleaning the library's main room. "Spikey… Where is Twily?" She asked.

Spike pointed downstairs as Rarity rushed to meet the purple unicorn. Spike's eyes went wide as he recalled Pinkie doing that once before. "Oh, no. Twilight! Don't do that with Rarity!" He yelled to save his love from the scholar's oblivious aura of seduction, and ran after her.

Twilight was testing some of her equipment to see if they still functioned when she was grabbed from behind. "PINKIE! No means NO!" she hollered as she turned to see Rarity snuggling her neck. "RARITY!"

"Hooves off Rarity," Spike said, battering purple unicorn's nose with a newspaper, "You won't take her like you took Pinkie, Dash, Lyra, Princess Luna, and Daring," He said, still hitting Twilight on the nose, causing her to flinch at each hit.

"Everypony STOP!" Twilight yelled, with the sound of thunder in the air. Spike dropped the newspaper while Rarity let go of Twilight and sat beside the dragon. "Now, what's going on here?" Twilight demanded, giving both the dragon and the older unicorn a glare.

"I couldn't take it, you and your stupid mare-penis kept me awake last night, and Rainbow Dash's description of how you two had your second encounter caused me to lose control of myself," Rarity whined, muttering that she feels pathetic.

"I didn't want Rarity to fall victim to you like Pinkie did, and start trying to sneak into the library; just so that you can bend her over your bed and mount her… And ultimately STEAL Rarity away from me," Spike said, his right claw moving to grab the rolled up newspaper to swat Twilight with some more.

"Rainbow Dash told you? That means Applejack knows as well, then all that's left to find out is Fluttershy. Spike, I can understand. But I didn't expect you to do this." Twilight said; Rarity kept her face buried in her hooves while Spike's left claw rubbed the white mare's shoulder in comfort.

Twilight thought about the situation:

~ Rarity wanted to mate with Twilight.

~ Rarity is now crying because she gave in to a weakness because Rainbow Dash described how she was in bed.

~ Spike is angry over the idea that if Rarity mates with Twilight, Rarity will start doing what Pinkie does and get Twilight to bend her over the bed and ravage her, all while forgetting that the dragon even exists.

~ Rainbow Dash is still breathing somewhere.

One solution is that Twilight invites Spike to join her and Rarity in bed, and the two step-siblings both show the ivory unicorn a night she'll be of dreaming for weeks. Spike won't feel like Twilight is cheating him out of Rarity's affections, Rarity's curiosity and libido will be sated, and Twilight will strangle Rainbow Dash in the Afternoon when she wakes up. The problems to this is that Rarity might end up just like Pinkie Pie in the sense but with less stealth, and Spike is too young for such acts, if he was Twilight's age, this solution would be much better, but the fact of the matter is that Spike is still a baby and Celestia will eventually find out and Twilight will be forced back to Magic Kindergarten with Nightmare Moon acting as her supervising guardian throughout the school year, without the aid of wheelchairs in case of events repeating themselves. Rainbow Dash being strangled can be added to any plan.

The secondary solution is that Twilight offers Rarity a cold bath, and gives her time to cool down. This way, Spike won't be angry at Twilight and Rarity will have better control over herself, but this will happen again, Rainbow Dash being alive or not. And after this mess, sleeping with Rarity regardless of Spike knowing or not, will still make the purple mare feel like she cheated her number one assistant.

The final solution, rutting Rarity while Spike watches, is out of the question. Rarity might be happy but it will infuriate Spike, and thus infuriating Princess Celestia.

Solution Number Two it is.

"Spike, I need you to run a cold bath for Rarity; to help her control herself," Twilight ordered, the dragon refused to move. "To help Rarity not want to hump me," That seemed to get the dragon's attention as he ran upstairs. Twilight helped the ivory unicorn off the floor and help her up the stairs to the bathroom. Rarity seemed to control herself rather well in comparison to her recent assault, but was shaking, tears still in her eyes as her makeup appeared to be ruined by the crying.

They entered the simple bathroom. Like all rooms of the library, it had its share of books lining one side of the room, as far away from the bathtub and sink as possible, with a few shampoo bottles at the sides of the tub.

"It's all ready," Spike said, Twilight nodded her head as she levitated her friend into the water. Rarity tensed up at the chilling touch of the bath water, but finally cooling down and relaxing in the tub.

"Feeling better?" Twilight asked.

"Much better, dear." Rarity stated, she turned to her purple friends, "I'm sorry that I tried to ravage you, Twilight. And Spikey, I'm so sorry for making you angry at Twilight," Spike softened at the apology, and nearly fell over when Rarity kissed his forehead.

"I'm going to go back to cleaning the basement, just call if you need anything," Twilight said, before departing.

"Well… I'll be just downstairs in the main room, so I'll be closer if you need me Rarity," Spike said, now seeing Twilight as a rival for Rarity.

"Thank you both," Rarity said, before returning to the bath. She let the chilling bathwater take over her senses, letting her mind sail away from her body.

Her mind drifted to the recent events, all the paranoia of learning Twilight's secret, Sweetie Belle spying on Twilight and Daring having sex. The cold water helped her dismiss the images of the purple unicorn she had the previous night. Her thoughts wandered to what Rainbow said about herself and Twilight, conjuring images of Twilight holding Rainbow Dash in her hooves while they cuddled, the cyan mare's head underneath the unicorn's head, the scholar's penis nestled deep with the athlete's- water is starting to get warmer, as Rarity tried to dismiss the thought.

Her new thought was a similar position, but with Rarity in Rainbow Dash's position. She could almost hear Twilight whisper "I would never hurt you" as the imaginary Twilight plunged her cock into the imaginary Rarity's flower. The water became lukewarm as Rarity's eyes shot wide open, she climbed out of the tub and made her way to the door.

Rarity poked her head out of the bathroom to find Spike sleeping on the large table in the Library. She heard metal hitting metal coming from the basement, leading her to believe that Twilight was still in the basement.

"Twilight dear, I'm finished," She called out playfully, her eyes shot back to Spike, who was still fast asleep. She heard hooves coming closer from the door below her.

"Alright, I think it would be best if you went home, Rarity. No offense but I don't want Spike to think the worst if he finds that you spent the night here." Twilight said, still using a cloth to wipe some grime from her face. Twilight looked up to see Rarity, still soaking wet from the bath. "Not fair," she thought as she stared at her friend.

"But who knows what ruffians will attack me in my current state," Rarity said, maintaining a clear dramatic pose with the back of her hoof resting next to her horn. "Can you escort me home?" She asked.

Twilight's gut had a bad feeling, but Twilight couldn't leave a friend in need of some assistance, "it is just a quick walk to the boutique anyways, not like anything will happen along the way" she thought, as Rarity made her way down to meet Twilight at the door.

The two unicorns left the library, with Rarity inching closer to Twilight as they walked. Twilight didn't notice this however as she was too busy watching out for Pinkie or Lyra to ensure that they didn't learn that she has free access to her lower body once again.

They reached the boutique with minimal problems, Twilight let out a breath of relief as Rarity walked into her shop. "Won't you come in for some tea, dear?" Rarity asked.

Twilight's gut started its alarm once again, and Twilight was getting ready to teleport away, knowing full well what this would lead to. "I'd love to, but I gotta get home and finish cleaning the basement, it's really hard stuff and I don't want Spike to get hurt," Twilight reasoned, only for the colour to fade from her face as she noticed a sinister sparkle in Rarity's eyes.

"Oh, you silly filly. I wasn't asking," Rarity said, locking Twilight in a telekinetic grip before she finished her casting. Twilight was being carried by her friend's magic into the boutique, seating her at a table, Rarity took position opposite to Twilight.

"So Twilight, how many mares have you 'mated' with exactly?" Rarity asked.

Twilight started to sweat; she wanted to get out of there but the bonds surprisingly proved too great for the purple mare's strength, even with Nightmare Moon's fitness gift. "Kind of personal, and how are you overpowering me?"

"When a lady needs something, she gets it, Twilight," Rarity said as she heard the teapot whistled. "Ah the tea is ready, I'll be right back," She exclaimed in a sing-song voice.

Twilight struggled with her bonds, but made no progress. She tried to use magic, but even that didn't want to work.

Rarity walked back in, levitating two teacups and a teapot to the table. "You liked Earl Grey, correct?" Twilight nodded, as her friend poured her cup.

Rarity had a dreamy look about her, with her mane still damp, Twilight was feeling her member rebelling from below.

"Now, how is Daring? I still can't believe that a character from a book is actually real," Rarity asked, stirring her tea with a spoon.

"Daring is doing well, considering all that's happened; she is annoyed with all the mares that try to drag me off to mate with me. She is actually trying to get me to join her on her expeditions so that Pinkie would stop touching me while she is away. I think I agree with her all things considered," Twilight said, still working on a escape plan, if not to save herself but to save what respect Spike had left for her.

"That would be unfortunate, dear," Rarity stated, levitating Twilight's teacup to let her guest take a sip. "Now, you and I both know how this will end, right dear? As much as I adore romance, I'd rather skip it all and get to what most ponies call the 'good part' as it were," Rarity said, walking over to Twilight and laying on the purple mare's back, her white hooves reaching down to Twilight's crotch. "And it appears that you want to get to the good part as well," She whispered into Twilight ear, stroking the rising mare cock.

"Please stop this," Twilight begged, while the designer continued to stroke her penis and nibble on her ear.

"I propose we try this once, just an act of curiosity, darling. After all, I refuse to believe that any stallion hasn't dreamed of me before. Admit it, my dear. I bet you have dreamed of me before," Rarity said, tilting Twilight's chin to meet her gaze.

"Once, before Pinkie found out, but it was a threesome with you and Fluttershy sucking me off," Twilight claimed, her purple fur turning red.

"Isn't it nice to let the truth out? I bet you have dreamed about all our friends at one point or another," Rarity cooed, continuing to play and massage Twilight's back and aching member.

"Well, Applejack's backside is probably the nicest I have ever seen, all that muscle, yet it still looks so soft. I always felt guilty when I thought about Fluttershy like that, like it's some unwritten sin to do things like that to her. Rainbow Dash was half wanting to get back at her for all the jokes she played on me and half because of how lithe her body is. Pinkie was on my mind a lot considering all the ponies she was with, silently hoping that I would be the next pony that she sleeps with, but be careful what you wish for, because you might get it. And well, you were always sexy, and very much a tease; a beauty that stallions can only have in their dreams. So yes, I have thought about our friends," Twilight explained, now resting her head on the table, while Rarity continued her massage.

"What of the Princess?" Rarity asked, her hooves rubbing hard enough to cause some discomfort.

"One time, I.. was watching her bath once, the night before Lyra and I mated. But most of the time during school it was the random mare or Cadance," The Purple mare muttered.

"Your babysitter?" Rarity asked, rather surprised at this.

"Well, yea… I always knew I couldn't have Princess Celestia because she is like a mother to me, and she is like 80 generations older than me. Cadance is a lot closer to my age, and was always nice to me. some of the colts at school threw around a rumor that being the princess of love meant that she was far beyond great in bed, and I thought too hard about that stupid rumor. I'm happy that she and my brother are together and I was never upset that I could never see Celestia as more than what she is to me now, because I will always see her as my teacher first, princess second, and mother third," Twilight said, now sporting a rather calm smile.

"I see, thank you for all that. Must have been a problem before all this happened," Rarity said, both hooves working on Twilight's back now.

"My parents told me when I hit puberty that my libido would skyrocket, and my dad would make a joke about how I should get a harem to help with that, then my mom would hit him and tell me to find some pony to love. Really awkward at Hearth's Warming Day when I got lube in my stocking every year since I was 15, while my brother got condoms, then my mother would laugh, while my dad and brother give her a strange look and I cast an invisibility spell to hide from the embarrassment," Twilight giggled, noting that Rarity has taken her hooves off her back. "Shining once asked me about the lube and I lied that I used it for toys, I had to buy a dildo just to throw him off my trail. It still hasn't seen use."

"Shall we commence this one time affair?" Rarity whispered. Twilight smiled and nodded. The two mares made their way to the ivory unicorn's bedroom.

Rarity crawled onto the bed, with her tail swaying from left to right in order to further tease the purple mare. Twilight gave a soft smile as Rarity laid herself on her back and spread her legs. "Come now, Twilight, don't keep a lady waiting," she said, Twilight slowly crawled onto the bed and began kissing Rarity's tits, electing a whimper from the ivory unicorn.

Continuing to please one of her best friends, Twilight pressed a hoof at Rarity's sex and rubbed it as she suckled the designer's nipples. One of Rarity's hooves tried to grip the bed spread while the other pushed her purple friend's head deeper into her crotch, which was met with playful nips and bites on her sensitive breasts.

Feeling satisfied with Rarity's mammaries, Twilight moved herself further down and gave the white mare's honey pot a lick, electing a moan from her. "More Twilight, please," Rarity whimpered. Twilight complied by probing the fashionista's folds with her tongue.

The feeling was indescribable for Rarity, her back legs wrapped themselves around Twilight's head, keeping the purple mare from leaving until her friend was more than pleased. The scholar wasn't hindered by this, as her tongue continued on, to find the white unicorn's G-spot. "Oh yes, right there. Twily, right there!" She heard from above her, Twilight happily attacked that spot.

"I'm cumming!" Rarity cried, Twilight mouth was filled with the designer's juices. As she savoured it, she noted that it tasted sweeter than Daring's, but slightly more bitter than Pinkie Pie's; then again, who could possibly taste sweeter than a pony that eats sweets all day and brings laughter to everypony?

Twilight pried herself from Rarity's limbs as she positioned her rump above the fashionista's head, the white unicorn stared in awe of the purple maremeat that hovered an inch away from her nose.

"Let's get each other ready, okay," Twilight said, Rarity looked back at her purple friend and smiled. She opened her mouth and let her tongue play with the head, causing Twilight to squeak as she continued to lick the white mare's pussy.

Feeling bold, Rarity grasped Twilight's rump with her hooves, and tried to pull more of the purple meat into her mouth, surprising its owner. Twilight, not wanting to end this too early, relocated her friend's G-spot and pushed her friend over the edge again.

Rarity's eyes crossed as more of Twilight's cock entered her mouth, the taste, the musk, and the size were even better than she had imagined before, on the night Sweetie Bell told her about the purple mare's extra leg. Her hoof snaked past Twilight's member and played with her forgotten slit, electing another gasp from the studious pony.

The two were almost racing to see who can get the other off the fastest, Twilight's tongue caressing and teasing the white unicorn's folds and Rarity's oral ministrations and her hoof playing with the purple mare's pussy.

They both came at the same time, Twilight's silt drenched Rarity's hoof while she filled the ladylike unicorn's mouth with spunk, forcing it down into her belly and up through her nose. The scholar's mouth was filled, once again, with the designer's fluids.

Twilight got up and released her member from Rarity's mouth, the white mare was coughing from the rough treatment she had brought upon herself. She opened her eyes to see Twilight was still hard and ready.

Slowly, Twilight stood above her newest mate. The two came together and gave each other a deep kiss, as the purple mare's magic helped position herself to enter the white mare.

"Let me know if I hurt you, okay?" Twilight whispered, Rarity answered by holding onto Twilight's neck as she felt the shaft ease itself into her folds. She bit her lip hard as she tried to get used to the size. Soon, she felt completely full as she felt Twilight's body press against hers.

"Nod when you're ready, then I'll start to move." Twilight said. Rarity looked up to see the gentle features of one of her best friends. Taking a few deep breaths, Rarity nodded and gasped as she begun to feel empty.

Twilight started out slowly, watching the mare below her writhe, squeak, and shudder at every movement she made. She pressed Rarity to her chest, and began to stroke the fashionista's mane as she controlled her movements to prevent hurting the white mare.

Rarity snuggled deeper into Twilight's embrace, understanding what Rainbow Dash had meant earlier. Even if the Changeling Queen broke down the door to witness this act, Rarity knew that the Element of Magic would do whatever she could to protect her and she loved that feeling.

Twilight felt that Rarity had calmed down, and started to pick up the pace, causing the sound of their bodies connecting to rival the sounds of the white unicorn's moans. The designer let out a squeak as her vagina clenched around Twilight's member. The scholar stopped to let Rarity catch her breath from her orgasm, and continued again when the white mare nodded.

Learning her lesson from Trixie, Twilight placed a sound-proof bubble around the bed as she sped up, the force of her thrusts causing the fashionista to scream out Twilight's name multiple times.

"More, please Twilight. Sweet Celestia, more!" Rarity cried, as her purple friend thrust herself as deep as she could into the fashionista, flooding the white mare's womb with her inactive seed.

The two stopped and rested, with the purple mare still spending her sperm. Twilight kissed Rarity on the head as she watched white unicorn drift to sleep.

~Dood~

Twilight returned to the library, to see a annoyed dragon sitting in the room. "Where were you tonight?" Spike asked.

"I was walking Rarity home, we had a cup of tea, and we talked for a bit before I left." Twilight answered, noticing Spike sniffing the air. "Pinkie grabbed me and dragged me into Sugarcube Corner for sex again while I was walking back," She continued, Spike wiped the sweat from his forehead as he went to bed.

"What a relief, I thought you and Rarity had sex, and ruining my chances of being her special some dragon," Spike said, feeling rather elated to hear that the cold bath worked and Twilight didn't backstab him.

"Don't worry about that, Spike. It's all taken care of, you'll see," Twilight assured him, as she followed him to the loft.

"Good night, Twilight," Spike said, snuggling into his basket.

"Good night, Spike," Twilight said, getting underneath her covers before feeling a sudden weight on her back. "Not tonight Pinkie."

"Not here for sex, just want to cuddle for the night," Pinkie said, in a somber tone, holding the Unicorn's midsection. Twilight smiled and held the party pony in her hooves, with the same protective care that she held Rainbow Dash and Rarity.


	8. Chapter 7 Extra

Tags: [{Smart Cookie/Clover}F/F, fanfic, vaginal, oral, transformation from F to Futa]

Twilight's eyes scanned the room with worry as her friends piled into the library. They all sat around the main table; Twilight sat on the end, and from her left sat Pinkie, Rarity, Applejack, Rainbow Dash, Fluttershy, and finally Daring to her right.

"Alright, I've gathered you all here to tell you something I've been hiding since I was born," Twilight said, worried about the reactions she may receive.

"You got a dick. Seriously, we all know," Rainbow Dash interrupted, flinching from the death glare she received from the purple unicorn.

"Well if somepony didn't tell a third of our current group, despite promising that she'd stay quiet about" Twilight scolded. "You and me will be talking in private, later."

"She's right dear, we all knew," Rarity said, her face beet red as the memories of her night with Twilight came to surface. "Well, maybe not Fluttershy."

"Uhm, I didn't know actually," Fluttershy said, shuffling nervously in her seat. "But Pinkie made it difficult to not be a teeny bit curious about what was going on, if that's okay with you Twilight."

Daring shot a glare at several of Twilight's friends. Her glare focused intently on Pinkie Pie. "Maybe we won't have to worry about that any more than we have to, right Pinkie?"

"Sorry Daring, as long as Twilight dangles, you'll have competition with mares that haven't even met Twilight yet," Pinkie chuckled, as a big smile stretched across her face.

Twilight let out an annoyed huff. "Well, considering no one thought it was interesting, I'll move on to something that will," Twilight rumbled. Daring gave the purple unicorn an apologetic look, while Pinkie giggled, oblivious to the tension in the air. "For the mares that have had sex with me before, I'm sure you all had some worry when I first ejaculated inside of you, mostly because I claim to be sterile, correct?"

Rainbow Dash, Daring Do, and Pinkie nodded. Rarity hesitates at first before slowly nodding, her blush darkening as she tried to hide her face in her hooves. "Really Rarity?" Applejack asked in utter disbelief while Fluttershy's face turned bright red muttering a near inaudible "oh my".

"That's half true," Twilight claimed; which confused everypony. "Let me start from the beginning. Based on what I learned from my parents, my specific mutation is a mystery that many researchers would love to look at and my parents didn't like the sound of that, so they managed to make sure that only a single doctor and the nurse he employed knew about me so that I can still go to the hospital without ponies going crazy over it."

"What about the doc you mentioned, Twi? And a nurse?" Applejack asked, tearing her glare away from the ivory unicorn, who was avoiding eye contact.

"He wanted to conduct research on me in private, with my parent's consent of course, so I had to drop by every year so he can find out more about my penis. He would measure it, document it, the standard things. I'd rather not talk about the nurse, if you don't mind," Twilight continued.

Applejack scrunched her face in annoyance but nodded in compliance. "I take it something happened eventually, correct?" Rarity asked, sighing in relief that the cowpony's glare wasn't directed at her anymore.

"Well, we found out something odd was happening within me when I was 13. My testicles are inside me, but back when I was younger they didn't do much, but we found out that they started to smother my ovaries," Twilight said. Fluttershy and Rarity gasped, Daring cringed, but the rest of the room were confused. "The ovaries is the part of the female body that makes the eggs and produces estrogen into the body, they are the opposite to the male's testicles." Twilight received a knowing 'ahh' from the remaining three ponies.

"Anyways, Since my 'balls' are smothering them, it handicaps the creation of estrogen in my body by roughly 65%, and it slowly became more difficult for them to create eggs. In other words," Twilight swallowed a lump in her throat before continuing, "my testicles have effectively made it impossible for me to mother a foal," Twilight said. When the doctor had told her that she wasn't sure how to react to those news. Only later when she had been alone in her bed at night she would have sniffled herself to sleep at the thought of never having a child, a family of her own.

"Oh my," Fluttershy gasped, her eyes began to water as she slowly made her way to Twilight's side, hugging the purple mare from behind muttering "I'm sorry, Twilight."

Daring, however, shot a glare at the yellow pegasus, her gut telling her that the pegasus might try to make a move on Twilight like the others have. "What about the 'boys' Twi, you said that it was half true that you're sterile there so what makes it half false?" she added, still giving the animal lover a annoyed stare.

"My testicles are actually extremely potent, meaning I could instantly get a mare pregnant, regardless if they are in heat or not. The reason why I'm sterile now is because the doctor's fear that I may become another Great Canopy, my parents thought he was insulting me until he told them about her," Twilight continued, various ponies were completely confused by this. "She had the same mutation as I do, except she embraced it fully; by courting, seducing, and raping ponies just to satisfy her lust. She alone was the biological father of over 400 foals over a thousand years ago."

"Why would such a pony use others in such a way, how barbaric," Rarity exclaimed, shocked that somepony would be so brutish.

"Yup, a pony that makes another pony sleep with 'em is really a darned creep, isn't she girls?" Applejack remarked. Rarity turned her head away from the cowpony, her face bright red once again. Pinkie was giggling uncomfortably while playing with her mane. Daring wanted to defend herself but couldn't, only making herself look foolish. Rainbow Dash actually found something rather amusing on the ceiling, far more amusing to her than Applejack's painfully true remark.

"Well Rarity, I have learned I have a higher libido than your average pony, and since things back then were different. Some historians say Great Canopy did what she did because she wanted her herd to survive, others believe that she raped because she loved the feeling of being able to overpower something, it's all a psychological thing," Twilight explained, clearing her throat.

"Not to mention super stamina to go with it," Rainbow Dash mumbled, barely recalling the events that happened at Cloudsdale.

"Back to the subject at hoof here, as many of you may know, I ejaculate a lot of sperm, enough that there is a good possibility that I can break a condom and still get a mare pregnant. Because of this, the doctor that examined me used a spell that made my seminiferous tubule dormant." Another long silence, "The part of the testicles that are responsible for the conversion of germ cells into sperm cells, other words, it's what makes sperm." Another enlightened chorus of 'ahhs'.

"If he used a spell, can't you just wake your boys up with the counterspell?" Pinkie asked.

"Two reasons Pinkie. First, the spell itself is accessible only to andrologists, doctors that specialize in the study of male reproductive systems, so the spell itself is barred from me, and asking the princess to let me learn this spell would bring up some awkward questions. Second, I'm worried if I would be a good 'dad'; if you didn't know, I didn't raise Spike, I'm more of a step-sister to him than anything else, Princess Celestia raised him and I sometimes babysat him when I was in my early teens," Twilight concluded.

"You said you have a higher libido, and yet you seem rather calm for a mare with a dick, sitting in a room full of mares your age," Daring implied.

"It wasn't that much of a problem when I was young, I had my tea and studies to distract me, also I barely noticed any pony's curves and usually ignored the mares and stallions that would try to get laid just to say they did it," Twilight answered.

"I'll be honest, things appeared to be better when I lost my virginity to Lyra when I was in school. Lyra was my only friend in school at that time before we graduated, but we also... 'met' on occasions to help sate a desire or two. Being the one with the dick, I realized that I have been initiating most of my encounters with Lyra roughly once every 2 weeks possibly more, but after I moved to Ponyville, I basically had to resort to my hooves and magazines if I felt in need," Twilight said.

"You are a mare with a cock, where one mare is dating you, and one mare wants you badly, how did you not just decide to look around for somepony to help you 'blow off some steam'?" Rainbow Dash quipped, still trying to understand what Twilight just said.

"What if somepony thought I was a freak and have me banished to the moon for having a dick? What if Princess Celestia found out and thought I'd become another Great Canopy? Various different outcomes with a bad end for me, Dash. But at any rate; I still have a firm grasp over my libido, but some ponies have ways of catching me off guard," Twilight mumbled. Her eyes glared at the guilty ponies, Pinkie gave her a big smile, Rarity avoided eye contact, and Rainbow Dash looked like she was ready to do a presentation of whatever it was on the ceiling.

"I got a question for ya, Twilight," Applejack said, causing the somber mare to look up to her friend. "I find it hard to understand that some mares just decide to want to jump your bones the moment they hear you are packing like a stallion, there has to be more to it."

"I actually don't know Applejack, I never thought about it before. Every time it's literally been the moment they find out I have a penis, they want to have sex with me." Twilight said.

"As long as it doesn't escalate to experiments," Daring muttered.

"You said the moment that a mare finds out that you're packing, they wanna fuck you?" Rainbow Dash asked, earning a nod from the purple unicorn. Realization kicked in as all eyes turned to the shy pegasus and the cowpony.

"Look, I'll admit that Twilight's a pretty mare, but I'm not about to go have a romp with her just because I heard she has one," Applejack defended, annoyed that some ponies thought that.

"I-I don't know, I'm not sure if I want to." Fluttershy mumbled, her fur turning red each second, "I guess if she wasn't too big?"

The entire room stared at the yellow pegasus, with mouths agape. There was a long silence as everypony just tried to pick their jaws off from the ground.

"Uhh, well... I'm eleven inches long, two point five inches wide," Twilight answered, still recovering from the shy mare's question.

"Oh wow,I... wow," Fluttershy mumbled, her blush intensified as they now looked at her in confusion.

"Could you speak up, dear?" Rarity asked.

"I mean, that... is way too big, that would split me in half. I-I'm sorry Twilight," Fluttershy said, trying to hide her reddened face behind her pink mane.

"It's... fine Fluttershy, I don't mind at all really," Twilight replied, breathing a sigh of relief. "Well that pretty much covers it all I think, any other questions?"

"I am now very curious darling, have you ever had anything inside you?" Rarity asked, everypony immediately turned to Twilight.

"Yes, I have. Lyra used a 'unicorn's horn' strap-on and broke my hymen about a month after we started having sex, it was 'okay, but it felt weird, so I always preferred using my penis when it came to intercourse, and tried to make sure to only use that part when things happen, to the point where I'm usually very nervous around strap-ons, maybe even worse if a stallion was around," Twilight answered.

"So, you can give it, but you don't like taking it?" Rainbow Dash asked.

"Pretty much, it just felt wrong to me and uncomfortable, so I try to avoid it if I can help it." Twilight finished. "Any other questions?"

The group shook their heads, unable to think of anything. Twilight let out a sigh of relief. "That was a load off my chest, sorry I tried to hide it," She said, the group came together for a big group hug, regardless of what the purple mare in the center of this hug was equipped with.

~Dood~

Through the secret passage they went, trying to remain undetected by the guards. The unicorn scribe and the earth pony assistant quickly made their way through the desolate halls of Castle Platinum.

The couple breathed a sigh of relief when they reached a familiar meeting place, a large bed of hay with moonlight shining through the ceiling, giving the room a mystical feel. "We made it! Now your Princess can't try to break us apart," Smart Cookie cheered, turning to hug the scholar.

"I'm glad. Her Highness seemed highly intent on ensuring that we don't meet anymore, I never thought I'd see so many guards," Clover the Clever replied.

The two mares walked along side each other as they walked to the pile of hay; Smart Cookie pushed it aside and revealed a trap door. "Come on Clover, if we can get to Cloudsdale or Trottingham, Platinum won't be able to keep us from being together anymore," she said, leaning in to get the door with her teeth only flinch back at the sight of her lover using her magic to open it for her.

"I'll get that. Don't worry, my love," Clover said, giving the orange mare a calming smile.

Smart Cookie smiled back and jumped in, quickly followed by the purple unicorn. They ran as fast as they could, a few times the mage tripped but was quickly brought back to her hooves by the earth pony.

They heard faint sounds of metal and ponies yelling, the guards were getting close. They found the door out of the caves and closed it, Clover sealed it with a boulder to block her captors. The two ponies turned and gazed upon what they saw, a beautiful, starry night blanketed the sky. Despite the overwhelming beauty, they still had to find a place to hide for the remainder of the night.

They ran through the forest as quick as their hooves could carry them, not daring look back to see Princess Platinum's guards. Soon the two ponies became weary and sat under the moon, deciding to make camp there.

"The moon is beautiful this night, isn't it?" Clover said, gazing into the night sky.

"Not as beautiful as you Clover," Smart Cookie said, kissing the unicorn on the cheek.

They began to give light kisses on each other's cheeks but soon they began to kiss passionately. They felt each other's love through that heated kiss, not wanting to break away, but all things cannot last.

Clover broke it and slowly pushed the earth pony onto her back, planting a kiss on her neck as she laid the orange mare down. She used her magic to remove the clothing from her lover's body, placing it neatly beside them.

Smart Cookie wrapped her hooves around her unicorn lover, kissing the purple mare's forehead as she felt Clover nip at her fur.

"I wish to try a spell Smart Cookie. Will you allow me to?" the Clever mare asked, a look of worry etched on her face.

"I know you'd never hurt me intentionally my love, you may," Smart Cookie complied, giving the unicorn a warm smile.

Clover's horn shined a brilliant pink, feeling her lower regions stretch and reshape themselves. Smart Cookie watched in amazement as a very healthy-looking purple member seemed to have taken the place of her lover's marehood. "I learned this spell, for you, I wanted to cast this upon myself in case something might have happened, I would rather risk myself than to lose you," Clover said, tears forming in her eyes.

"You know I love you with all my heart, and it would sting me terribly to lose you. You were trained by Starswirl the Bearded, if there is a spell out there, you can't fail at it, my clever unicorn," Smart Cookie said, pulling the unicorn into a kiss.

Clover leaned into her lover, positioning herself to enter the warm depths of the earth pony. She hissed in an unfamiliar sensation as she felt the head brush against Smart Cookie's marehood. Slowly, she pushed inward; her length consumed by the ravenous lips of Smart Cookie's pussy.

"Keep going, my love, I want to feel all of you," Smart Cookie said. She has never felt so good before, she felt warm inside, she felt herself connect to Clover in ways either of them couldn't have imagine. Her grasp tightened as the unicorn bucked her hips.

"You're so tight, Smart Cookie," Clover cooed, kissing the orange mare on the lips. She felt the heartbeat of her lover, the loving embrace of her vaginal walls; she never wanted to leave, but she still had to please her lover. she wanted to make Smart Cookie the happiest mare in Equestria.

Clover's pace quickened, her inexperience with such an organ took a toll on her, but she knew Smart Cookie was close; soon they will become one.

"I'm cumming," Clover whimpered, panting hard as she thrusted wildly into the orange mare.

"I am too, let's come together," Smart Cookie said. As they felt their climax closing in they embraced each other in one last kiss, as Clover filled her lover-

"Luna! It is time to raise the moon," Celestia called out, interrupting the Lunar Princess from her story.

"Just a moment," Luna called out to her sister, carefully hiding her work under her silver desk.

Celestia smiled and returned to her room.

Luna grumbled as she left her room to do her nightly duties. As soon as she was finished raising the moon, she raced back to her room to resume her story.

-filled her lover with her magical essence. The hot sperm made the orange mare quiver with passion as another orgasm ran through her body. Her inner walls were milking the purple shaft for all she could as Clover gave out a cute moan, gazing into the night sky as she felt the most glorious and happiest she has even been.

After her final spurt, Clover gazed upon her lover. The beautiful earth pony's coat was bathed in the shine of the stars and the moon, making it glisten and sparkle with the sweat that had worked up from their heated passion. Her heart bloomed upon the magnificent view before her. Nothing will tear her away from this mare.

Smart Cookie breathed hard as she watched her lover, the strong but caring mare, looking at her with so much love in her eyes that she suddenly felt insignificant. To receive so much adoration didn't felt right. Did she of all ponies really deserved all this attention of such a mare like Clover the Clever?

Clover noticed a change in her lover´s attitude; a change she didn't liked. Not at all.

"Smart Cookie, look at me," she said, worry filling those words. Worry which made Smart Cookie scared.

"I-I'm looking at you, Clover. You're beau-." The earth pony tried to save this wonderful evening from her own fear getting the better of her..

"No!" The Unicorn interrupted her lover´s excuse in a harsh and commanding tone. Then she moved one of her hooves up slowly, caressing the orange´s pony´s body on its way to her face. It found its destination on her cheek, petting her mare in small circles.

"Look me in the eyes, Smart Cookie," said Clover softly in a sweet voice as she moved herself closer to her lover´s face, to make her see what thousand books could never describe to her.

"I love you." A whisper so quiet like a breath in the wind, honest like the sun removing all shadowy doubts and so deeply seated with affection as stars and moon guiding the lost even in the darkest of night.

Clover´s other hoof moved all the way up, brushing against Smart Cookie´s fur and resting on her free cheek. But both mares never looked away from each other eyes, purple and green, staring into each other.

Smart Cookie saw love in the eyes of the unicorn. A love of the purest, deepest and most caring kind. She moved her head up a bit and kissed her mare, her love of her life. How stupid could she be to doubt herself, to doubt Clover, at this point of their relationship?

"You do. As much as I love you, my dearest," replied the orange pony to the purple one. A tear of emotion was leaving her eye but Clover kissed it away before it fell to the ground. She continued to deliver kiss upon kiss on her mare and each kiss was responded in kind by a kiss of her lover, both inflicting need and desire on each other with every kiss.

"Ready for round two?" asked Clover breathless.

"You're asking?" joked Smart Cookie nonetheless at a loss of breath.

Clover smiled as she moved out of Smart Cookie´s flower, looking at the seed pouring out of it and pride swelled in her at the thought of this mare being hers. The earth pony sat up, her mouth eager to taste her lover´s lovemeat.

Smart Cookie rubbed along the length with her hoof as she allowed Clover to push the purple member into her mouth.

The earth pony's tongue danced on the head, removing the member from her mouth to lick the remnants of their earlier passion off her lover's towering member. Her heart grew warming as she heard Clover hiss and coo at the pleasure the earth pony was showing her.

Clover's hooves found their place on Smart Cookie's head, gently urging the representative to take more of her length. She felt every loving caress of Smart Cookie's tongue on her magical cock.

The court wizard's urgency wasn't lost to the orange mare. She took what she could of the mare meat, leaving a small portion of it outside. Her own hoof playfully prodded and rubbed the purple mare's slit, causing the unicorn to moan hard.

Clover the Clever's mind was reeling from the pleasure, her hooves still firmly placed on the blonde mare's head. "Please Smart Cookie," Clover pleaded, Smart Cookie released the member and smiled at her lover.

The orange pony began to suckle the purple cock for all she could, a warm feeling of satisfaction raced along her spine as she felt her love fill her mouth with her seed.

Clover attempted to stand back up, motioning the earth pony to turn around. Smart Cookie smile and nodded as she presented her rear to her lover.

The unicorn's hooves rubbed the well-toned flanks of the earth pony, marveling at the strong yet soft texture of the mare's muscles. She leaned her head in to lap at the glistening sex, feeling proud as she watched her cum still dripping from the orange mare's pussy.

"Don't tease me, my love. Take me, make me your mare, I'm yours now and forever," Smart Cookie whined, shuddering at the feeling of her lover's tongue on her snatch.

Clover didn't wish to play with her lover. She placed both hooves on the mare's backside and positioned herself to re-enter her. Instead of earlier, the unicorn didn't waste time, but gave her mare exactly what she desired, everything she had as she thrust herself as deep as she could inside Smart Cookie.

Smart Cookie moaned hard, the sudden feeling of being so full nearly brought her to her climax once again. She loved the feeling of Clover taking her, she loved it when the unicorn took charge, she loved the inquisitive purple mare.

Clover felt lost in bliss as she pounded the mare deep. as she continued to rut Smart Cookie, she clenched her teeth as she felt the inner walls of the orange mare clench her in orgasmic bliss, trying to bring the unicorn to orgasm with the representative.

"Please my love, harder. Do me harder" Smart Cookie cried. The purple mare quickened her pace, nearly causing her cock to enter the orange mare's womb.

"Say my name," The scholar grunted, biting softly into the shoulder of the orange mare. "I want the moon to know the name of the mare that holds you so."

"Ah, Twilight! Twilight! Twil-"

"ARGGGGGH!" Luna threw her hooves up and her smoking feather she had almost burned with her fast writing. Frustrated, she looked at the latest passage of her text. This must have been the tenth or more time she had written Celestia' student's name instead of Clover the Clever. The tenth or more time she had stopped writing and wondered what was wrong with her.

"Ah, great. This again too," mumbled the princess of the night as she felt her wetness between her legs. Her royal pussy was screaming for attention; so indecorous of a princess. Luna sighed as she erased the latest words of her story and put it away in her desk, using a spell to ensure nopony but her could open it. There´s no way she could let her dear sister look at this part of her mind. Of her thoughts she believed nonexistent after that night.

But solving those thoughts will have to wait as the alicorn felt again a daring itching in her loins. With a sigh she moved to her bed and pulled under it some of her "royal toys". It was time again to satisfy her desire and to do her best to not think about a certain, purple Unicorn with a well-toned body made of magic and a shining coat of sparkling beauty and a sweet voice like honey to her ears and eyes. So deep, so purple, so lovely - ah, she was doing it again.

She took out her biggest dildo and looked at the purple lust toy before her. Maybe not her smartest choice of color but after a couple seconds thinking about whenever or not using it, she shrugged and hopped onto the bed, eager to work her lustful desire off.

A couple rooms away Princess Celestia had fallen in a deep sleep, not knowing of her little sisters muffling the screams of her student's name.


	9. Chapter 8

[{Cloudchaser/Thunderlane}F/M oral][{Twilight/Thunderlane/Cloudchaser}Futa/M/F, pegging, vaginal, anal, double penetration, oral]

It is true, that many pegasi are prideful and confident in their abilities, but there is also a time where lying in bed with your mate is just what anypony could ever ask for. This day came to Cloudchaser shortly after a night of love with her coltfriend, Thunderlane. Most male pegasi were so full of themselves, it's a wonder that they all don't have brown eye colours. But Thunderlane was different, he is still daring, but he is also considerate. She shifted her weight a bit to snuggle closer to her mate only to feel his length nestled between her butt cheeks, half-erect.

With a grin, she slipped under the covers to give her lover a pleasant wake-up. The black stallion twitched in pleasure as his marefriend's tongue slid along his hardening nine inches. She continued to tease the colt with careful nips and loving licks on the head of his cock.

Eying her prize, she took the head into her mouth and began to suck out any life-giving fluids it had, causing Thunderlane to groan in his sleep. She worked the stallionhood with vigor, taking nearly half of its length into her mouth, relishing in the taste of the colt's pre-seed.

The sudden feeling of the head flaring nearly caught the Pale blue mare unaware, she gave a weak smile as she slid the cock out of her mouth keeping only the head in, letting Thunderlane's sperm fill her mouth as the black pony before her groaned and shuddered.

Thunderlane awoke with a dumb grin on his face, feeling extremely happy for no reason. He noticed his marefriend wasn't beside him; his eyes went wide in search of his mare. His lifted his covers to find Cloudchaser swallowing the last of his cum. "Probably the best way to wake up, right babe?" Thunderlane asked, flashing a goofy grin.

Cloudchaser moved up to give Thunderlane a kiss. "Maybe you can repay the favor later?" she asked with a sultry tone. She jumped out of the bed and went to make Breakfast for the two.

~Dood~

"Hey sis, what's up?" Flitter said, landing next to her twin in Ponyville's town square.

"Not much, but my horoscope tells me that 'today, I'll come to an exciting revelation' so I am so hyped," Cloudchaser giggled as Flitter soon joined in her sister's mirth.

"How's Thunderlane been? Is he still treating you well? Do I have to geld him?"

Cloudchaser gave her twin a confused look, "what was that last question?" she asked.

"Is he treating you well?" Flitter responded nearly automatic. Cloudchaser simply nodded with a smile on her face. Flitter let out a breath and re-adjusted her red bow.

"He is so great, he treats me like a lady should be treated," She answered, puffing her chest in pride. Flitter rolled her eyes. "He almost looks adorable when he's below me while I ride his-" Flitter interrupted her twin by shoving her hoof into the other's mouth before she could finish that thought.

"I don't want to know what you two do in bed," Flitter said, removing her hoof from the other mare's mouth.

"What I am trying to say, is he is SO cute when submissive. Almost makes me wish I was a colt and he was the filly," Cloudchaser giggled, her twin gave a rather awkward giggle of her own.

"Anyways, wanna hang out? Cloud Kicker and the girls are going to be at the café," Flitter asked. Cloudchaser gave her sister a nod as they made their way to the small restaurant.

~Dood~

"Hey girls," Cloud Kicker said, giving Flitter a hug. Cloudchaser took a seat at the table, with Lyra to her left. Flitter broke the hug with Cloud Kicker and sat to Cloudchaser's right. Bon-bon sat between her marefriend and Blossomforth while Cloud Kicker sat next to Pink pegasus.

"Hey Cloudchaser, how's the straight life?" Lyra asked, sitting in her awkward position as usual.

"It's great, Thunderlane is a great coltfriend. What about you and Bon-bon?" Cloudchaser asked, giving the mint mare a devious smile.

Lyra smiled and rubbed the back of her head. "I can't say anything bad, Bon-bon's tongue is pretty magic-ACK," Lyra shouted. Cloudchaser looked behind Lyra to see Bon-bon sitting back down, with an annoyed grunt.

"I don't understand you 'single pony' types. I'll hoof it to Bon-bon and Lyra that mares are so much better with their tongues. But at least with Cloudchaser, she and I both know what it's like to feel 'full', am I right honey?" Cloud Kicker asked. Cloudchaser meekly nodded in agreement. "Besides, it's not like you can combine the two genders to make the greatest and the sexiest pony ever," She finished. She heard Lyra coughing harshly.

"Sorry, went down the wrong pipe," Lyra choked, giving the other mares an awkward smile.

"Both genders, Like a colt with a pussy? That would be just plain weird," Flitter said, and then she started to giggle. "That made me think of Thunderlane for a moment, he apparently likes my sister being on top." The five mares giggled while Blossomforth tried to make herself transparent.

"How about a mare with a cock, I'm sure that would be just as weird," Blossomforth added, still blushing furiously.

Cloud Kicker's eyes went wide, some drool slipping form the corners of her mouth. "That actually sounds really sexy, think about it…The soft features, adorable or beautiful to look at, but still has that stallion mentality to rut you like a bitch in heat. Why don't these mares exist?" Cloud Kicker cried, holding Blossomforth's cheeks.

"Well, I wouldn't mind finding out if Applejack was packing, she'd probably give it as well as her brother," Flitter chimed in, "probably not Rainbow Dash, she's probably just as fast in bed as she is in the air," She giggled. The other mares started to giggle with her.

"Cheerilee would be in prison somewhere if she was hiding that. A he-mare in a school full of curious fillies and colts," Bon-bon added. "Oh, Mayor Mare would probably have more assistants working for her…and under her." She failed to suppress a laugh.

"I bet that zebra that lives in Everfree is like that, she is so secretive… After Nightmare Night, I have tried on three separate occasions to bang her, and she refused each time. I bet she is beyond wild," Cloud Kicker pouted, Cloudchaser snickered at this. "Speaking of banging, as much I love to do that, I don't think I wanna be in the same town as Pinkie Pie if she happened to sport one." All of them cringed in fear at the idea of the party mare being 'equipped'.

"Fluttershy is far too 'motherly' to be a He-she, she just gives off a vibe that tells me 'I'm too adorable to be a colt' and no matter what that Minotaur taught her while she was being assertive, she's just a filly," Flitter added. "Same goes for Twilight, but that magic of hers could be something."

It was Lyra's turn to drool, but she quickly caught it before anypony noticed. Cloudchaser recalled an event of the mint unicorn visiting the Library often. "Didn't you and Twilight go to school together, Lyra?" she asked, Lyra hesitated, but nodded. "And havent you been going to the library often." Lyra looked to her left to see Bon-bon glaring at her.

"Yea, Lyra… I am curious too," She muttered, raising her right hoof to meet the unicorn's jaw should she hear the wrong answer.

"Well, I had some problems with my magic and since Twilight was taught by Celestia herself, she'd tutor me. I'm better now," Lyra smiled awkwardly, as she saw Bon-Bon's hoof return to its place on the ground.

"So, you and Twilight weren't doing anything? Looks like a lot of ponies are these days. Pinkie Pie goes there a lot, THE Daring Do is her marefriend, all of us heard Trixie a while ago, I did hear of a purple unicorn and a blue Pegasus walking out of Spitfire's dressing room a while after a Wonderbolt show. And didn't the Princess of the Night herself put Twilight's entire lower body in a cast?" Cloud Kicker added, Bon-bon's right hoof at attention and aimed.

"Relax, Bon-bon. If this is true, then imagine the hot threesome in your near future. Being sandwiched between two unicorns, putting those horns to good use, you just have to live and forget if Lyra is seeing Twilight on the side," Cloudchaser said.

Bon-Bon gave the Unique-maned pegasus a sympathetic look before letting her hoof return to the ground. "Alright, I guess I can forgive Twilight if she and Lyra have been doing things…and I'll forgive Lyra, as long she isn't lying to me about it," Bon-bon said, looking deep into the unicorn's eyes. "All you need to do is to be open with me, Lyra."

Lyra's eyes were tearing up, and kissed Bon-Bon full on the lips before saying "As much as I love you with all my heart. Twilight and I have been messing around since half-way though Magic High School," Lyra's head soon felt the pavement after a direct confrontation with Bon-Bon's hoof.

"I said I'd forgive her, I never said I wouldn't punch her," Bon-Bon replied, quietly sipping her tea as Lyra slowly staggered back into her seat.

"Now I have to know, what is that shut-in like?" Cloud Kicker asked, big smile on her face, stretching over the table to meet with Lyra.

"The first few weeks, it took a bit to get her to respond but afterwards, it was pretty good, nowhere near as good as Bon-Bon is with her tongue, but that- magic of hers sure can help," Lyra chuckled awkwardly, the rest of the ponies at the table were confused by the sudden change in unicorn's words.

"Have you ever used each other's horns?" Flitter asked, now curious.

"We've only given each other hornjobs, still something Bon-Bon beats Twilight at since Twilight was always so awkward about it. We never used our horns down there," Lyra blushed intensely.

"Then how come the first night we decided on using the Princess' Consort, I didn't feel a hymen?" Bon-Bon asked her mate, sweat started to run down Lyra's coat at speeds that would make Rainbow Dash jealous.

"We… We had a 'unicorn's horn' strap-on, we used it plenty of times," Lyra stuttered. Bon-Bon's glare was trying to burn holes into Lyra's head.

"Was there any awkward moments other than the first time?" Cloudchaser asked, moving closer to Lyra.

"Well, there was this time where Twi and I were making out at my place. I made the mistake of teasing her for the whole day and when she came, I felt like a water balloon for a while," Lyra laughed, her eyes shot wide as she registered her own words. The other mares' mouths were agape and eyes were wide.

"How is that even possible?" Blossomforth asked.

"Remember when you said that Twilight is not likely to be packing?" Was all Lyra muttered under the pressure of her peers.

"So I guess this means it isn't completely impossible that Fluttershy could be one if Twilight is one?" Blossomforth muttered.

Lyra's eyes shifted to Bon-Bon who was fuming. "You knew that Twilight had a cock for years," The mint pony prepared to run from the scene as her marefriend moved closer to her. "and you didn't tell me?" Lyra stopped for a moment with a look of hope in her eyes until she remembered something.

"Twilight wants this to stay a secret, so could you girls not say anything?" She looked around the table to see Cloud Kicker still drooling, the twins were still in shock, and Blossomforth was trying to get the blond pegasus to snap out of it.

"Oh yea, of course," Cloudchaser finally answered, "I'll keep it a secret." The others nodded in agreement. "I need to go talk to Thunderlane about something, see you girls later," She muttered, before flying off.

Blossomforth somehow managed to get Cloud Kicker on her back and carried her home, "See you later." Flitter shook her head, trying to snap herself out of her state of shock, before waving good bye to the couple and flew off.

"When we get home, you better prepare yourself. I will be using the Princess' Consort. In your butt…no lube," Bon-Bon sneered. Lyra could only whimper as Bon-bon dragged her off back home.

~Dood~

Cloudchaser found Thunderlane moving clouds around in the southern part of Ponyville. "Hey Thunderlane, I got something I wanna tell you."

Thunderlane stopped for a moment, flew over to greet his marefriend. "What's up, C.C?" Thunderlane asked, kissing her cheek.

"I was wondering if I can bring a friend over tonight, so the three of us can hang out," Cloudchaser asked.

Thunderlane gave it a thought, before giving his marefriend a big smile. "Sure, go for it." Cloudchaser wrapped her front hooves around Thunderlane's neck and gave him a deep kiss, before flying away. "Tonight is going to be awesome, I hope Cloud Kicker is ready for me, maybe it'll be Flitter; doesn't matter, cause this will be the best night ever."

~Dood~

Cloudchaser landed before the library, "Easy part is over, now for the hard part," She muttered to herself, before knocking on the door.

It opened to reveal a semi-annoyed dragon. "Hi, is Twilight home," Cloudchaser asked. Her answer was Spike throwing a book at the upstairs door, only to watch it rebound off of an invisible force. "I'll take that as a yes?"

Spike sighed and moved aside, as Cloudchaser flew up to find there was a barrier around the upstairs room. She turned around to buck it only to hear a pained scream. Cloudchaser shot back down to the ground as the door above opened.

"Ow, who did that?" Twilight asked, walking out of her room. She looked down to see the guilt on the pegasus' face.

"Sorry about that, I didn't know I was interrupting something," Cloudchaser tried to get a better look into the room to find it stacked high with books on the floor. "Was I interrupting something?" She asked.

"I was just studying. The barrier was for Pinkie Pie. What can I do for you?" Twilight asked, before Cloudchaser could answer, Spike grumbled and stomped into the kitchen. "Hey, I said I was sorry about Rarity, and gave you Tom to eat," Twilight yelled.

Cloudchaser's hooves went to her mouth to stifle a gasp. "You did 'it' with Rarity?" Cloudchaser asked.

Twilight blushed hard. "No, sort of…but it was the one time. Rarity is still single and I still have Daring Do, Spike still has a chance to get Rarity," Twilight stuttered.

"Too bad, you wrecked her like you wrecked Pinkie." Spike called out.

Twilight's hair started to part at areas. "We have a guest over, you promised not to speak of that. Besides, Dragons are regal and honorable creatures, things that Rarity likes in a stallion. Just because she got curious about…hornplay, doesn't mean she won't give you a chance," Twilight yelled back to her assistant, Cloudchaser gave a few steps back to avoid ear damage. "I'm really sorry about that, Spike had a crush on Rarity for a few years and when me and Rarity experimented recently, Sweetie Belle found out and told him, and now he doesn't trust me anymore. Even Rarity has been trying to get me on his good side. I just feel bad that I betrayed Spike," Twilight sighed, she conjured a shield that disintegrated a tomato flying at her head, Cloudchaser looked back towards the kitchen to see Spike glaring at his Elder Step-sibling before retreating back into the Kitchen.

"Well, I'd like you to come hang out with me and Thunderlane, Lyra told me how much you helped her out with her magic, and I thought, maybe the Egghead of Ponyville could help me out with understanding clouds," Cloudchaser asked, with a big smile.

"Better be careful, or Twilight will steal you from Thunderlane," Spike said, he hid before Twilight could spot him.

"Don't worry, He'll be there too, so nothing will happen," The pegasus said, reassuring Twilight.

"I guess I could help, But wouldn't Rainbow Dash be better at helping you if the problem happens to be understanding clouds?" Twilight asked. Cloudchaser rolled her eyes and began pushing Twilight out the door.

"Rainbow Dash doesn't like Thunderlane that much. Let's just go," She whined, lifting Twilight off the ground and flew to her cloud home.

~Dood~

Before Cloudchaser landed, Twilight applied her Cloud walking spell, letting the purple mare land before the light grey pegasus landed next to her. The cloud home itself wasn't as extravagant as Rainbow Dash's but it had a charm to it that Twilight admired, reminding her of Fluttershy's cottage. Cloudchaser opened the door to reveal a rather spacious living room; A single blue sofa in the center of the room with a large rug in the middle of the room, with Thunderlane lying on it, reading. A pathway leading to the stairs was present but was hidden from Twilight's vision by the basement entrance that bulged inward. A door opposite to the entrance lead to the kitchen, while a single bookshelf rested opposite to the stairs and several end tables lined the walls with various knickknacks.

"Hey C.C, Hi... Miss Sparkle?" Thunderlane asked curiously, rather confused that the unicorn is here, but he merely shrugged and went back to his book.

"Hi, Thunder, Twilight is here to help us with Cloud stuff and just plain hang out," Cloudchaser said, winking to her coltfriend, he gave a understanding smile, as the pegasus mare lead Twilight to the couch, and leaving for the kitchen, her flanks giving a noticeable sway.

"So, Thunderlane. Do you happen to know what Cloudchaser is having problems with understanding clouds? It's rather ridiculous for a pegasus to not understand clouds," Twilight asked the colt, Thunderlane gave a shrug and went back to his book, The unicorn let out an annoyed sigh and levitated a book to read while Cloudchaser was in the kitchen.

Eight minutes later, Cloudchaser was trying to balance a few snacks and beers in her hooves as she hovered out to meet the two ponies. "Sorry about the wait" she said, laying the try down on a table by the couch. "Enjoy," She said, with a sing song voice as Twilight levitated a sandwich to herself while Thunderlane got up to take a beer.

"So where do you want to start?" Twilight asked, giving the hostess a curious look.

"I think we should relax and enjoy ourselves before we get to studying," Cloudchaser explained, taking one bottle in her mouth and placing it next to Twilight, the unicorn mare recalled the events with Spitfire and Rainbow Dash; causing the mare to politely turn down the drink. "Come on, it's not that bad."

"I don't know, the last time I had beer, bad things happened," Twilight said, still trying to avoid the alcoholic beverage.

"Like what?" Thunderlane asked. He and Cloudchaser were honestly curious, and rather surprised Twilight has had beer before.

"I can't really go into details of what happened, but I woke up with a bad headache, and enough poison in my stomach to make Pinkie sick," Twilight explained to the two pegasi. They glanced at each other before giving the unicorn a stern look.

"Come on, you can tell us. My sister is the gossip, not me." Cloudchaser tried to reason with Twilight. But the scholar still refused, her blush now becoming noticeable.

"I'd rather not say." Twilight muttered as she tried to blend in with the couch she is sitting on, taking a small bite from the sandwich.

"Come on, we're not going to tease," Cloudchaser reassured, now sitting next to Thunderlane. The unicorn still refused to say. "How about this then, I'll tell you about an embarrassing part of my life and then you tell me about what happened the last time you had a beer."

Twilight was now looking at Cloudchaser with curiosity in her eyes before shaking her head. "No, I'd rather not intrude on something like that."

"It's fine. So Flitter and I were…"

~Dood~

"…and there you have it," Cloudchaser finished, both her guests are wide eyed and simply flabbergasted by the information. Midway through the story, all three ponies have had some alcohol during the story. "So, how about that experience you had?"

"So that's why you didn't want to go to Trottingham five months ago," Thunderlane replied, still confused by the story his marefriend regaled him and the purple unicorn.

"Well, compared to that. Getting drunk in a dressing room and ending up in a threesome with Spitfire and Rainbow Dash seems so…trivial." Twilight said, her host nearly doing a spit-take, Thunderlane was still shocked by the story Cloudchaser told, he barely registered Twilight's brief experience.

"For a nerdy mare, you definitely get around," Cloudchaser joked. The purple mare gave a questioning look to her host, while taking a careful sip from her bottle.

"Wow, I feel like the most boring pony on the planet all of a sudden," Thunderlane added, with a meek smile.

"Don't worry babe, I can spice things up for you if you want," The lady pegasus cooed, leaning towards her coltfriend.

Twilight's gaze shifted to the bookshelf to save herself from blushing. "I-I can leave you two alone, if you want. I don't want to intrude on anything," She stuttered, still trying to force her mind to find the bookshelf more appealing than the couple before her.

"If you want Twilight, you can join us," Cloudchaser said, seduction dripping from her lips as she sauntered up to Twilight. She pressed the purple mare into the couch she was sitting on, kissing the librarian on the lips.

With the two mares making out in front of him, Thunderlane couldn't help but grin at his luck. His marefriend is seducing the prize student of Princess Celestia into a threesome, it's almost like a dream come true for the colt. His cock began to reveal itself from its hiding place, already his hoof was tending to its growing needs.

Cloudchaser broke the kiss and turned her head to see her lover pleasuring himself. "One moment Twi, I need to get both of us ready." She cooed, releasing Twilight from her grip before meeting Thunderlane on the rug. She placed her right hoof on the black colt's shoulder and the other on his stallionhood, stroking him as the couple kissed.

Twilight sat on the couch dumbfounded and aroused as it became her turn to watch two ponies make out, her own length dispelling the effects of her morning tea. Twilight awkwardly tried to rub her own member with her hoof, unaware of winged mare watching her from the corner of her eye.

'Well then, it's time for us to find out who's the better fit, shall we' Cloudchaser thought as she kissed Thunderlane. She pushed on his shoulders until he laid on his back. "Let me handle everything, babe," She whispered into his ear, as she positioned herself to take his member.

The pale-blue mare's pussy took his cock happily as they sighed in unison, it wasn't long until Cloudchaser began to ride her coltfriend, arching over him as her hips raised and lowered, all to entice Twilight to join them.

Twilight got off the couch and watched the two ponies mate, she wanted to join but she didn't want to hurt Cloudchaser. She looked up at the pegasus mare to see her beckoning Twilight towards her. As the scholar wandered up next to the couple, Cloudchaser fell back, causing Thunderlane to reposition above her while the pale-blue mare went to work on Twilight`s dick.

Thunderlane continued to pound into his mare but felt slightly submissive when he saw what Twilight packing, almost embarrassed to having sex in the same room with her. "what the buck…" was all he muttered, as she slowed down slightly, he picked up his pace when he heard an annoyed grunt coming from his girl. 'With that thing around, I don't know if I can keep her' he thought, worried that a mare would steal his marefriend away.

"I need you two to stuff me, at the same time," Cloudchaser ordered, pushing Thunderlane onto his back again. She then felt Twilight's head threaten her anus. She was not a stranger to anal sex, thanks to Thunderlane and a drunken fling with Snowflake, but she nearly drew blood as she bit her lip; Twilight was massive compared to either of them.

Twilight slowly pushed her member deeper into pale-blue pegasus' bowels, the warmth of Cloudchaser's back tunnel made Twilight feel as if she would melt, but soon enough the studious mare began to buck her hips, each thrust feeding more of her length inside of the pegasus mare.

Cloudchaser mouth was agape as she felt both lengths invade her openings, she nearly screamed each time the two thrust into her at the same time, especially when Twilight finally hilted herself into the pale-blue pony's rump.

Her voice caused the glass to crack as she came, with Thunderlane soon following her. Despite the fact that the black pegasus couldn't keep going, Twilight was still trying to earn her orgasm. She gave him a brief glance when she used her magic to lift Cloudchaser off of his spent member, allowing him to get out from underneath the two mares.

As he watched his marefriend get pounded by the shy librarian of Ponyville from behind, he felt himself getting stiff again. He saw his mare wanting more as she opened her mouth. He complied by sticking his cock into it.

Cloudchaser tried to keep her plan in motion and tried a new gambit. Letting a bit of Thunderlane's cum flow out of her mouth, she let it drip on her hoof as she tried to massage it into her coltfriend's virgin hole.

Twilight finally reached her climax as she buried herself as deep as she could inside the pale-blue mare, filling her intestines with her spunk. She pulled out slowly, hearing an audible whimper coming from the mare below her.

Cloudchaser removed Thunderlane's prick from her mouth. "Hey babe, I want to try something, can you humour me?" She asked. Thunderlane nodded. "Good, I'm going to lie back, keep your dick by my face, 'kay?" she whispered, The black pegasus nodded as he repositioned himself so he was nearly sitting on his marefriend's torso. She resumed sucking him off, but she also spread his butt cheeks, to tempt Twilight to take the bait.

Twilight was cleaning her member with her magic when she turned to see Cloudchaser coax her into taking her coltfriend's anus.

Smiling as she took it, hook, line, and sinker. Twilight pressed her hooves alongside Cloudchaser's to reveal Thunderlane's pucker. The colt was confused by the sudden grip of hooves on his butt, when he was reminded of what Twilight was packing, every inch of it.

He screamed, as Twilight took his black cherry with force. The pain was lessened by the pleasure of Cloudchaser's mouth. He was one of many stallions who believed that the anus was only an exit, and never the entrance, but it was clear that both Cloudchaser and Twilight wanted him to think differently on that theory. He wasn't sure if he should love the feeling of this purple mare filling him, or be degraded that somepony is plowing through his backdoor.

The slickness of Twilight's earlier orgasm and all the spittle Cloudchaser applied to his rectum made it far easier for Twilight to thrust in and out of him, soon he began to enjoy this new feeling. He had a thought that maybe Cloudchaser wanted him to feel what she felt, and through this make him a better coltfriend. Taking that thought to heart, he humped back onto Twilight's rod, determined to make Twilight paint his insides like he had done to Cloudchaser plenty of times.

Cloudchaser slid from underneath the two to let Thunderlane fall face first onto the floor, with Twilight still nailing his butt. She gave the moaning colt a kiss on his forehead and a hug. She then sat back and watched her coltfriend take the mare' s cock, with her hoof sliding below to pleasure herself.

Twilight would have objected to this if she knew this was Cloudchaser's plan form the start, but now she didn't care. Thunderlane wanted more, and she was ready to give it to him. She pounded deep inside of Thunderlane. Eventually, she turned the colt onto his side, while she sat over his right leg and held his left leg, giving pale-blue mare a better view of the entry, and began to thrust faster into him.

The two ponies came at the same time, with Thunderlane's spunk flying out in front of him, while he felt Twilight deposit herself inside of him. The purple mare pulled out, and a few strands of her spunk shot out landed on his belly and face.

'How cute, she painted my colt,' Cloudchaser thought, as she walked over to the exhausted duo, Thunderlane's cock retreated back to its sheath, completely satisfied, while Twilight was still hard. "Come on, babe. Let's thank Twilight for such a good time." She whispered into his ear, and he didn't care anymore.

Until Twilight's last orgasm of the night, she was treated to watching both pegasi suck her off, with Thunderlane taking the shaft down his throat and Cloudchaser licking her cunt, every so often, they would switch until purple mare had painted both ponies with her cum.

~Dood~

Cloudchaser and Flitter were back at the café, chatting with Bon-bon over a plate of hay fries. A fancy paper bag can be seen lying against Cloudchaser's seat. The current conversation was interrupted by a distraught Cloud Kicker.

"Is something the matter, Kicker?" Flitter asked, based on the blond mare's expressions and her reaction to Lyra's news yesterday, Cloudchaser could almost guess what could be bothering her fellow pegasus.

"I couldn't find Twilight yesterday, I thought I could get her for the night, only to find out she was out breaking relationships or something." Cloud Kicker mumbled as she sat down next to Bon-bon as she nearly shoveled hay fries into her mouth. "What's with the bag Chaser?"

"Just a little something for Thunderlane the next time we get together." Cloudchaser answered, patting the bag next to her.

"Are you really those kinds of marefriends that buy their colts edible panties and socks?" Bon-bon inquired, half disgusted that Cloudchaser would buy something like that, and half annoyed that she didn't buy it from candy shop owner herself.

"Of course not, I just found out something new about my Thunderlane." Cloudchaser added, stifling a giggle. Her twin rolled her eyes and she grabbed the package and revealed it to the world. It was a Princess' Consort strap-on sex toy, with grooves along the sides of it, and a realistic flare at the end. The mares at the table who stared at this in confusion looked back to the pony that purchased the toy. "Thunderlane likes to take it sometimes too."

Like a bolt of realization, Cloud Kicker got up from her seat. "You had her last night?" She accused, Pinkie Pie was poking out of a flower pot, just as aggravated by this revelation as Cloud Kicker. There was an awkward silence between the 5 mares until Bon-bon broke the silence.

"Did you take pictures?"


	10. Side-Story Cutie Mark Crusaders

WARNING!

This chapter contains foalcon, as in… three fillies having sex with an unconscious futanari mare, if this isn't your cup of tea, then please back out and save what is left of your sanity. I certainly won't judge because I'm the sick prick that wrote this chapter, dood.

I don't want people walking into something they don't want to be a part of, dood. So this is my disclaimer and warning for the chapter, dood.

[Tags:{Applebloom/Sweetie Belle/Scootaloo/Twilight Sparkle} F/F/F/Futa, Sleep Sex, Oral, Vaginal, Foalcon]

"Alright girls; on to the next item of the aj-aji-aju…" Applebloom sat in confusion trying to pronounce the word.

"Agenda," Sweetie Belle said.

"What she said, agenda. The evil colt-filly called 'Twilight Sparkle'."

Sweetie Belle and Scootaloo nodded in agreement. Something must be done about Twilight. Rainbow Dash openly admitted to having sex with the purple unicorn, and Sweetie Belle had seen Twilight have sex with Rarity.

Applebloom believed that Applejack was the next on Twilight's list of ponies she was going to do 'adult things' with; a situation that the crusaders would have to prevent.

"So anyone got a plan to stop Twilight?" Applebloom asked.

"I say we cut his colt parts off, so he'll never need to use it again," Scootaloo muttered.

"I don't think we can do that, Daring would be mad at us, and wouldn't that hurt?" Sweetie Belle asked. Scootaloo was about to retort but Sweetie was right…if Twilight really was a colt, it might hurt a lot to lose something that was connected to you, like a wing or a horn.

"Maybe we can threaten to tell everyone in Ponyville that Twilight is a colt," Sweetie Belle added.

"We promised our sisters and Twilight not to tell, remember?" Applebloom said, causing her unicorn friend to groan.

Scootaloo's eyes flashed as a brilliant idea came to mind. "How about we try and make sure Twilight will never do it? Maybe we can get her before she gets Applejack."

"How would we do that?" Applebloom asked.

"Well first-" Scootaloo stopped short. She had no idea how to 'get' Twilight.

Sweetie Belle rubbed her chin, humming over the idea. It was a good plan, prevention always was, but they needed to know how they would go about it. "I'm sorry girls, but I think we'll need to *gulp* study." She was met with two groans from her friends.

"We can't study, we got crusading to do later today," Applebloom whined.

"What's more important? Keeping Ponyville safe from a ego-maniacal unicorn that looks like a mare but is actually a colt and keep him from doing adult stuff to Applejack? Or doing whatever comes to mind in hopes that we get a Cutie Mark out of it?" Sweetie exclaimed. Her three friends turned to each other and let out a combined sigh.

"Where do we start?" Scootaloo uttered.

"First, we'll need to ask Ms. Cheerilee about how colts work. Maybe she'll tell us a way that will keep colts, and Twilight, away. Then we get as much material on that and study… then we use that information against Twilight. And that's it, we save Ponyville," Sweetie Belle explained.

"Alright, we'll do it your way," Scootaloo sighed.

"Tomorrow we'll ask Ms. Cheerilee, but we better hunker down for a while… I don't think studying is going to be quick," Applebloom grimaced. The three fillies called the meeting and left the clubhouse.

~Dood~

Ms. Cheerilee was flabbergasted. Applebloom and her friends came up to her and asked her about the birds and the bees. While, as a teacher, it was her job to provide knowledge, this was more of a parental matter.

"Uh… well… When a Mommy and… a Daddy love each other very much…" Cheerilee said, still shocked that she's answering at all.

"We know all that stuff, we wanna know how colt parts work," Applebloom uttered.

Then and there Cheerilee decided that she would love to go on vacation. "Why would you need to know this?"

"It's for the sake of Ponyville, ma'am," Sweetie Belle replied.

Knowing how a penis works will save Ponyville. Cheerilee never thought she'd hear that excuse outside of mating season. "I still don't understand, girls; this all seems… outlandish."

Scootaloo groaned in frustration. "Look, we need to learn how colt parts work because there's a colt in Ponyville that's trying to put his colt parts in everypony in Ponyville. He already got my hero, Rainbow Dash, and Sweetie Belle's sister. You have to help us stop him!"

It was at this point Cheerilee wanted to know what colt in Ponyville managed to have sex with Rarity and Rainbow Dash. Maybe it was actually… "What colt?"

"We can't tell you, that's top secret, ma'am." Applebloom said, trying to imitate a royal guard as much as possible, along with her friends.

"If you tell me who… I'll tell you what you want to know," Ms. Cheerilee bartered, suppressing a giggle when she heard her students groan.

"Okay… it's Twilight Sparkle, the librarian… but keep it a secret, we found out that as soon as anypony finds out that Twilight is actually a colt, they go chase him down and get him to put his colt parts inside them," Scootaloo whispered.

Cheerilee was sorta shocked to her it was Twilight and not another of her friends, small world evidently. "Thank you; what do you actually need to know about colt parts that could save Ponyville from Twilight?"

"You ain't going to run off and get Twilight to put his colt parts in you?"

"Why? Just because Twilight was born the way she was, doesn't mean I have to chase her down and have intercourse with her, that's silly," Cheerilee chuckled. She noted that the girls gave a collective sigh of relief.

"Well, we need to know why colts put their colt parts into fillies; and what we could do to make that thing stop from ever wanting to put it in another filly…" Sweetie Belle said, causing Cheerilee's smile to vanish.

The girls just told her that in order to save Ponyville, these girls will have to make Twilight cum and they wanna know how to do that. "Girls, you… can't do that. How exactly will… I can't think!" Cheerilee cried, she felt like smoke was coming from her malfunctioning brain could fume out her ears right now.

The girls turned and left the teacher to her inner turmoil. They learned that Cheerilee is safe from Twilight at least, but they didn't really learn anything, other than other big words to look up. They decided to go to the library, not to confront Twilight, just use her books against her.

~Dood~

The girls sat in their clubhouse going through all the books Spike gave them, when he heard that the Cutie Mark Crusaders wanted to stop Twilight from taking over Ponyville with his colt parts, he was more than willing to help them with whatever they needed.

"What does 'stimulate' mean?" Applebloom asked.

"Touching a sensitive part of the somepony's special place, like when you touch it you really feel it," Sweetie Belle replied.

"What does 'ejaculate' mean?" Scootaloo asked.

"Uhh… I think it's when a colt shoots that white stuff, remember when that thick white stuff started to come out of Daring while we were watching them?" Scootaloo nodded. "That white stuff actually came out of Twilight."

"Oh."

"How do you know so much about this, Sweetie?" Applebloom asked.

"I… accidentally watched Twilight and Rarity do adult stuff in her room… and Rarity has a lot of adult books in her room," Sweetie blushed.

"Oh, then we'll need you to lead us through this then, okay?" Applebloom stated.

"Okay then…" Sweetie Belle said, unsure if that was a wise choice.

After a few moments of reading, they believe that have the jist of what they must do, they must make Twilight shoot her white stuff so hard, that she'll never want to do adult stuff, or sex as the books called it, again. They now needed a plan to get Twilight alone… a sleepover!

~Dood~

"No, girls," Twilight said.

"Aww, why not?" Applebloom asked.

"Because Cheerilee came running at me and told me what you girls were planning. Girls; your sisters, Rainbow Dash, and even myself, don't want you to throw away your virginities just for some pointless adventure. I am happy with what I have now, I don't need to have sex with every mare in Ponyville, and I'd like to keep it that way, okay?"

"Aww," the girls said in unison. "Do our sisters know?"

"What? No, how awkward would that be? 'Hey Applejack, Hi Rarity; your sisters wanted to have sex with me so that they can keep me from having sex with you and the rest of Ponyville. Isn't that a laugh?' It would be beyond awkward, not to mention you sisters would probably kill me," Twilight uttered, rubbing the back of her neck.

The girls walked away defeated, Twilight knew their plan and they refused to let them have a sleepover at the library, they needed a new plan. They went back to the Clubhouse to think up a new strategy, they aren't going to let this setback stop them.

"Maybe we can ask Zecora if she has anything that could help us subdue Twilight,

like knock her out?"

"Yea, let's go!"

The girls left their clubhouse and made way for Zecora's cottage, the walk was uneventful fortunately, but they had to choose their words carefully… or it'll end up the same way it did with Cheerilee and Twilight.

They reached the cottage to see Zecora returning from her herb hunting. "Greetings my little ponies; come in and warm your bodies."

The girls smiled and followed the zebra into her hut. "Now, Applebloom, you need something, I assume?"

"Yea, we need something that can knock a pony out for a while," Applebloom asked.

Zecora quirked an eyebrow, rather confused by the order. "You wish to subdue? But why and who?"

Applebloom froze for a moment, fortunately Scootaloo came to the rescue. "We wanna prank Twilight for making us read the dictionary."

Zecora smiled and let out a calming chuckle. "Very well, my friends; I'll be back with your blends." With that, she turned and went to looking for a potion.

"The potion is ready, simply stay steady. When the brew enters the mare, another trick for you to share," Zecora said, smiling.

The girls looked at the blue potion in awe, they gave Zecora a polite nod and thanks before leaving with their new bounty. Now to isolate Twilight, and make sure no one interrupts them, or it could spell disaster for them.

~Dood~

After convincing Spike to beat it in the nicest way possible, the girls now stood in the bedroom of Twilight Sparkle. Twilight was still reading at her desk with a cup of tea next to her, occasionally taking sips from it yet never turning her attention away from the book.

Scootaloo took the potion and stealthily made her way to Twilight's desk, trying not to alert the purple unicorn of her presence. She carefully uncorked the potion and dumped its contents into the tea. She backed away quickly, but sighing in relief that Twilight hadn't acknowledged them yet.

After a moment of waiting, Twilight took a sip from the tea and started to shake her head. "No…I must finish this chapter by tonight, I can't *yawn* let my studies… go to waste," the librarian mumbled. She was constantly dipping her head, fighting to stay awake.

But as the girls smiled, Twilight finally collapsed next to her desk, drifting off to sleep. The crusaders quickly dragged the lilac unicorn to the center of the room, her penis on display for the world to enjoy, should the world be in Twilight's bedroom at that time.

"So what now?" Applebloom asked.

Sweetie Belle thought to herself. According to Rarity's books, the mare would try to please the stallion by using her hooves and mouth on his penis. "I think we should try and put our hooves on Twilight's colt…ness."

"What? Eww," was her response.

"Remember, we have to 'stimulate' it, and if wanna make Twilight 'ejaculate' so hard that she'll never need to have 'sex' again, then we have to," Sweetie Belle claimed, the girls looked to each other and nodded as one, as they started to circle the flaccid purple member.

"So who's first?" Applebloom asked.

"I say Sweetie Belle, it was her plan to do this after all," Scootaloo said.

Sweetie Belle looked down at unconscious mare's penis; it looked like a small filly's leg attached to the groin of an adult pony, but with a darker color than the rest of Twilight. She swallowed a breath and closed her eyes and extended a hoof, placing it carefully on one side of the member.

The girls jumped when they saw it, except Sweetie who felt it, flinch. Sweetie felt the member warm up a little; finding that it won't hurt her, she began to move her hoof along the member, stroking it with care. The purple member began to grow, Sweetie noted that the length was also harder and refused to bend like it used to be.

"That's… is it supposed to grow?" Scootaloo uttered, slightly intimidated by the size of it.

"I guess so, or it wouldn't have happened, right?" Applebloom replied.

"This is Twilight, everything magic and weird happens around her," Scootaloo retorted, she turned to see Sweetie Belle staring at the member. "I think we gotta do more to it."

"What's this 'we' stuff? I'm the one touching this thing," Sweetie said. "How about you touch it?"

"What? No, I don't wanna touch it."

"Why not? You chicken?"

"I'm not a chicken…" Scootaloo cried, she stopped to find that the potion still had its grip over Twilight. "I just don't wanna."

"I bet if Rainbow Dash was here, she'd touch it all over the place… she would touch it so good," Applebloom smirked. "And if Rainbow Dash liked touching this, and Sweetie Belle is touching it…does that mean Sweetie Belle is cooler than you?"

"Sweetie isn't cooler than me," Scootaloo snarled, pushing the white filly out of her way as she began to rub both hooves along the purple dick. "I'll show you who's cooler."

"Didn't Rainbow use her mouth too?" Applebloom goaded, knowing it would work.

Scootaloo shot a death glare to her earth pony friend before giving the tip a lick. She was surprised to find that it… didn't taste all that bad, not great, like tasting a very salty raspberry. She slowly began to run her tongue along the cock.

Sweetie Belle and Applebloom sat on the side lines, watching Scootaloo lick Twilight's colt parts like it was Ice Cream, determined to be just as cool as Rainbow Dash… since Dash herself probably did this herself. Applebloom felt useless though, Sweetie got Twilight warmed up and Scootaloo was now trying to finish the job; she had to find something to do.

"Sweetie, is there any other way to help finish this faster?" Applebloom asked.

Sweetie Belle thought about it for a bit. "You could help Scootaloo lick it; it looks like she isn't getting the other side."

Applebloom's face soured, she didn't exactly want to have her face anywhere near the enemy's weapon, especially if it tasted bad. "Scootaloo, what does it taste like?"

Scootaloo withdrew and licked her lips curiously, "It's like a fruit that somepony put a lot of salt on, like a raspberry or a strawberry."

Applebloom nodded her thanks as she thought about it more, she liked raspberries and strawberries, but she never really had salt, maybe a few times. She sucked in a breath and walked over. She climbed onto Twilight's belly, with her flank near the older mare's face. Applebloom gave the member a few rubs before giving it an experimental lick, then another, then a few more.

Sweetie Belle felt a heat in her crotch, and began to rub it as she watched her friends use their mouths on Twilight's dick, the older unicorn sometimes flinched but she remained deep in her slumber.

Feeling bolder, Applebloom tried to stand on Twilight's barrel and took the head into her mouth, sucking on the head while Scootaloo remained focused on the shaft.

Sweetie noticed that Twilight was groaning in her sleep, she wasn't sure what was going on but she better warn her friend at least. "Girls, Twilight's acting weird; I think she's waking up!"

But it was too late, as a loud groan from the lavender mare took them by surprise. Applebloom's eyes went wide as a strange goo entered her mouth, she released the head as it launched several more salvos into the air, landing in the manes and fur of her and Scootaloo.

Applebloom tried to spit out the goo, while Scootaloo tried to get it out of her mane to no avail. "What is this stuff? Why is it so sticky?"

"Uhh… I'm not sure, but I think it's cum," Sweetie Belle answered.

"Well, it was gross, but we did it!" Scootaloo said, but she saw Sweetie Belle staring at Twilight's groin. She turned to see that the purple dick didn't falter. "What?"

"Maybe we have to do more to it?" Applebloom uttered, she turned around to spit more of the seed out.

"Well, doesn't Twilight put this inside ponies?" Sweetie Belle asked.

"I don't know, Sweetie… I just had that in me and it wasn't enough," Applebloom muttered.

"Not in your mouth, in your rump. Remember when we saw Twilight put it in Daring?" Sweetie Belle said.

Applebloom and Scootaloo 'Ohhhh'ed in response, understanding what Sweetie meant; but then they turned to their backsides in confusion. "Which hole though?" Scootaloo asked.

"We may have to try each one," Sweetie muttered. "So who's first?"

"Not me, my mouth hurts from it shooting all that gunk into it," Applebloom muttered, flexing her jaw.

"Fine, I'll do it… I show you girls I'm not chicken," Scootaloo challenged, moving onto Twilight's belly.

Applebloom moved behind Scootaloo to help position the dick to enter her orange friend. "Which hole, Scoots?"

"Uhh… let's try the butt, that's where the adult stuff happens, doesn't it?" Scootaloo swallowed her breath, as she kneeled down, flinching when she felt the large member prodding a hole that is far too small for it.

"Hold on," Sweetie Belle said, causing Applebloom to stop moving the dick. "Doesn't the first time always hurt? If we put that inside Scootaloo, she'll scream and Twilight will wake up, we need to find a way to gag Scootaloo so she doesn't wake her." Sweetie began her search for something to put in her friends mouth.

Scootaloo didn't like the whole waiting thing; now that she knows that it will hurt when it enters her, she isn't so sure she wants to be first anymore. Sweetie Belle returned with a clean cloth, and shoved it into Scootaloo's mouth. "If it hurts, bite down as hard as you can into the cloth, got it?" Sweetie Belle ordered. Scootaloo nodded.

Applebloom began to position Twilight's dick for Scootaloo's backdoor, "okay Scootaloo, you need to push it in."

Scootaloo, lowered her backside, she felt the resistance her butt had against the large invader. Ultimately it slid along her crack. Applebloom and Sweetie Belle gave a long confused look at their new dilemma.

"Wait a minute…this thing is way too big to fit in there," Sweetie said, comparing the sizes of Twilight's dick with Scootaloo's anus. Should that thing somehow manage to enter, Scootaloo's butt would break and she'd probably never be able to sit down for the rest of her life. "What about the special place?"

Scootaloo grumbled through the cloth, not liking all this waiting. Applebloom repositioned the purple member for Scootaloo's virgin pussy. This time, Sweetie Belle walked over and sat down on Twilight's face, her body quivered when the librarian's breathing tickled her slit.

Sweetie pushed Scootaloo onto the member while Applebloom held it steady, before long… it entered.

Scootaloo screeched through the cloth, and bit down as hard as she could; it felt like Twilight could literally split her in two. She glared at Sweetie Belle, they both knew she wanted the dick out of her, but Sweetie Belle, the traitor, kept her on it.

"Scootaloo, you alright?" Applebloom asked. She became scared as the blood began to trail down Twilight's member; the sad part was that only the head was inside, poor Scootaloo was only a fifth of the way on the purple penis. "I'll be right back, just keep going."

Sweetie Belle felt bad for Scootaloo, she wouldn't know what kind of pain Scootaloo was in right now, but she had to find a way to make it feel a bit better. Sweetie Belle's hooves traced Scootaloo's wings, attempting to negate the pain.

Scootaloo felt the pain slowly drain away as Sweetie Belle fondled her wings, nuzzle her neck, trying to calm her down. She returned the affection hoping that the pain would go away for good.

While they held each other, Sweetie Belle began to grind herself on Twilight's mouth, shuddering as the lips traced across her pussy. "Come on, we still got a way to go," Sweetie Belle whispered, slowly pushing Scootaloo down on the purple member.

The orange pegasus felt slightly uncomfortable as she felt Twilight fill her, soon she felt the member reach the end, she felt that there was more of Twilight to take but she couldn't take anymore, like a wall inside her prevented any more from entering.

"Alright, let's bring it out then push it back in, okay?" Sweetie Belle cooed, trying to make this ordeal better for her pegasus friend. Scootaloo nodded, and began to move up, feeling the invader leave her.

"Back," Applebloom returned with a wash cloth, she placed the wet cloth on Twilight's member, to clean the blood. The girls jumped, Scootaloo's gag flying out of her mouth form the shock, when Twilight gasped and twitched from the cold cloth touching her penis. They stood still, scared of the purple mare, should she wake up; Twilight laid back down, and continued her potion-induced nap, causing the girls to release a sigh.

Scootaloo felt the member feel vastly better, compared to when it first entered her. She began to moan into Sweetie Belle's fur as she rode the purple mare. Sweetie Belle held the pegasus tightly, continuing to rub herself on Twilight's mouth.

Applebloom felt uneasy, but she had to do something. She began to lick the part of Twilight that couldn't get in Scootaloo, thankful that she washed the blood off or this would have been more disturbing than what it actually was to her.

The pegsus' tiny wings began to beat faster, trying to propel her faster on the length. Her grip on Sweetie tightened as her moans grew in volume. She felt the white unicorn petting her mane as she rode, whispering calming words and the occasional whimpers into her ear.

Scootaloo let out a moan into Sweetie's neck, as her first orgasm ripped through her body, her tiny pussy clenching Twilight's dick even more so. The sudden pleasure felt like that one time she flew on Rainbow Dash's back but better in a strange way. Her fore-limbs tightened around Sweetie Belle while her vagina attempted to milk the purple member.

While she licked, she nudged her legs forward, jumping at the feeling of something wet touching her. She looked down to see a set of purple lips with some liquids leaking from it. "Hey, Twilight has filly parts too." She abandoned the length to lean down to lick the winking marehood beneath it.

Scootaloo gasped when she felt the tip grow inside her, her fore-legs held Sweetie tighter as she moved faster along Twilight's cock. She let out a loud moan when she felt the first blast of cum enter her, with such a tight entrance and no exit for the white goo, it forced itself into the filly's womb, causing her stomach to expand slightly.

Sweetie saw the distress Twilight's orgasm was causing and pulled Scootaloo off the throbbing member, letting it shoot it's final few loads into the air and one to the unicorn and pegasus fillies. "Are you alright, Scoots?" Sweetie Belle asked.

"I… I feel fine," Scootaloo mumbled, beginning to drift off to sleep.

"Alright, mission accomplish-" Applebloom tried to say, but she interrupted herself when she saw the still erect penis, "What the hay?"

"But, Scootaloo… she took that thing inside her and it still wants more?" Do we really have to use our butts?" Sweetie Belle whimpered, not wanting to go down that route. They heard hoofsteps coming from below; panicking, Applebloom and Sweetie Belle took Scootaloo and hide, hoping the new pony didn't see them. "Oh no, we forgot Twilight!"

They watched in horror as Twilight remained motionless as the door sprang open, revealing Pinkie Pie. The party mare found Twilight lying on the ground, dick erect; already her mouth was watering. "Wowie, I actually thought I'd have to beg this time. Ready for some fun, Twily?"

The girls watched Pinkie walk over seductively, they couldn't do much but watch Pinkie give the purple hard-on a long lick of her tongue. "I wonder who got you ready for me, my Twi-Pie… I gotta 'thank' them later, and tell them they taste delicious with your cum."

The girls's eyes widened when Pinkie's mouth opened wide to take Twilight's cum-slicked member in. They couldn't believe that Pinkie managed to get the whole thing in her mouth, where Applebloom could barely take the head. "I think we should get outta here," Applebloom whispered, Sweetie Belle nodded as she carried Scootaloo on her back, oblivious to the seed dripping from the pegasus' slit and onto the white filly's tail.

As they snuck back, they weren't aware of Pinkie's eye following them as she blew Twilight, "Boy, I bet you had some fun with those fillies, too bad you weren't awake for it, Twily," Pinkie cooed; she got up and got ready to ride on Twilight's dick for a few hours.

~Dood~

{The Next Morning}

The girls met Scootaloo at the tree house; due to last night's activities, Scootaloo couldn't walk for a while, and Twilight's cum was still leaking from her body. "So how did it go after I fell asleep?" the orange filly asked.

"We were going to have one of us take Twilight into our butt when Pinkie arrived and started having sex with her, so I hope Pinkie made sure Twilight never does any more adult stuff to anypony else." Applebloom answered.

"So mission succeeded? Why am I still a mess?" Scootaloo asked, neither girl noticed that Scootaloo was still covered in sperm when they dropped her off at the clubhouse.

"I'll help clean you up, Scoots." Sweetie Belle chimed, Applebloom helped Scootaloo onto Sweetie Belle's back and the two head off to the stream.

"Come back when you're done, I'll see if I can figure something out for our Cutie Marks," Applebloom called out. The two fillies nodded and continued their way.

"So… other than the pain, did it feel good?" Sweetie asked.

"I think after you hugged me and started touching my wings, did Twilight's thingie start to feel good, still hurt, but it was a good hurt… if that made any sense," Scootaloo mumbled, not wanting to mention the weird sensation that overtook her body before Twilight came.

"Okay." When they reached the stream, Sweetie slowly put Scootaloo in the water, the pegasus moaned when the cold water touched her fur. "So… I was wondering…"

"Wondering what?" Scootaloo asked.

"Well, you were pretty brave to do that for us, just to save Applejack and everything…" Sweetie murmured, rubbing her legs together awkwardly… "Wanna go get some milkshakes later?"

A strong blush filled Scootaloo's face when, "I… guess so…sure."

"Ok cool, I just thought it would be nice to… treat you since… we asked you to do that for us," Sweetie said.

"As long as Applebloom pays, she still owes me…" Scootaloo grumbled, she felt Sweetie Belle's hooves running across her fur as she washed the pegasus.

"I meant just the two of us… no Applebloom this time," Sweetie Belle uttered, blushing harder.

"Like a date?" Scootaloo said…unsure of how to answer but she didn't want to her hurt friend. "Well, okay sure."

Sweetie Belle smiled and hugged the pegasus, starting their new relationship.


	11. Chapter 9

[{Twilight/Vinyl Scratch/Octavia}Futa/F/F, oral, anal, vaginal, Double Vaginal]

"Lyra is a dead mare," Twilight thought, sitting behind a bookshelf, hiding from Cloud Kicker. The blonde pegasus had proven to be worse than Pinkie when it came to advances and Daring wasn't due to return for a week, so she was alone to deal with the pony Rainbow Dash had called 'The Town Scooter' for reasons the purple mare didn't understand.

"Twilight, I know you're here, you can't hide from me forever!" Cloud Kicker yelled, turning Twilight's room upside down to find her. Twilight's right eye twitched each time she heard a book hit the floor.

Cloud Kicker was losing her patience and was just about to leave and ambush the unicorn later when she saw something that would help in her search. "The Studies of Starswirl the Bearded and a lit candle just an inch away? If they are so close, that must mean they are meant to be combined, right Twily?" She called out, hoping that her trick would work.

Twilight appeared in a purple flash above Cloud Kicker, extinguished the flame, and rescued her book, only for Cloud Kicker to wrap her hooves around the unicorn's barrel. "Finally! Now to see what I have been missing," Cloud Kicker said, her voice slipped into sultry tone.

The two were interrupted by knock on the bedroom door. They turned to see a bemused pink mare standing there. "Hi girls, what's going on here?" Pinkie asked, walking over to her future mate and soon-to-be-Ex-pony.

"Look Pinkie, I've heard so much about Twilight and I thought I'd have a try at her, especially if she's got a colt to think about catching every once in awhile," Cloud Kicker reasoned, she slowly let go of the purple mare while sweat began to form on her brow. Pinkie's smile didn't falter as she stopped a foot away from the blonde pegasus, who was still sitting on Twilight's belly.

Pinkie's grin soon turned sour as she leaned, her face being the only thing Cloud Kicker could see, preventing the unicorn from seeing anything. "That's MY alpha you were going to ride. Either know your place beneath her, or leave her alone," Pinkie whispered. The pegasus gulped and flew out the window in fear of what the party mare would have done to her.

"Thank you Pinkie," Twilight said, getting back on to her hooves. Pinkie's smile returned almost the second Cloud Kicker went out the window, too fast for her friend to notice her ire.

With a giggle, Pinkie began hopping alongside Twilight as they retired to the kitchen. "Don't worry about it Twilight, always happy to help my alpha."

"Your what?" Twilight asked, in complete confusion.

"My friend," Pinkie answered, remembering Twilight's current status was unknown to the unicorn herself. The librarian shrugged and took out some tea and a bottle of sarsaparilla for Pinkie. "So Twilight, what were you doing before Cloud Kicker started to snoop around?"

"I was thinking of taking the weekend off from just being in Ponyville. I'm very proud of you for calming down lately, and Lyra has even backed off for a bit, but Cloud Kicker and the idea of me running into a situation where I… mate with Applejack and Fluttershy is actually kind of scary. I think I got lucky with Rarity not immediately thinking I'm a freak, but I've already slept with 3 of my best friends. What if the doctors make me fertile again, Applejack gets pregnant, and I'm forced into a shotgun wedding? What if I hurt Fluttershy?" Twilight said.

"So, where do you wanna go, Twi?" Pinkie asked. She was still smiling, but giving Twilight a rare thoughtful look.

"I've heard Rarity rave about how nice Manehatten is, so I may go there for the weekend. It'll be nice to not worry about making Spike hate me more than usual or hurting my friends; mentally, emotionally, or physically. Speaking of which, how's your flank?" Twilight asked, levitating her tea.

"It's all better now, just had to walk it off." Pinkie smiled. A few days after the Cloudchaser and Thunderlane event, Pinkie managed to recreate the events that she, Twilight, and Rainbow Dash began calling 'The Trixie Rape'. It ended with an awkward explanation to the doctor of how the party pony had sprained her muscles and had cracked several bones after trying to get an angry, well-endowed mare, with 3 equally endowed duplicates, to dominate her roughly. "As good as it felt, I actually don't wanna do that again for a bit." The two chuckled, well Pinkie chuckled, Twilight gave a weak awkward version of one.

"Pinkie, can you do me a favour?" Twilight asked, looking up from her cup.

"Do you seriously need to ask? I'm your friend and future lover, what do ya need?"

"I'm going to pack and leave tomorrow morning, and probably be back late Sunday night. Could you tell Spike to stay at Rarity's place for the weekend, I don't want him to stay in the library alone," Twilight said.

"Okie Dokie Lokie," Pinkie said, cuddling up to Twilight. Normally Twilight would try to get away, but this time, she decided to let Pinkie do this, as long as it didn't end like it usually did.

~Dood~

Twilight sat in train car with several other ponies, some appeared to have the same mindset as Twilight, and others seem to be on business. It didn't matter to the purple mare, she was just content with the peace and quiet, the idea that she was going to a location where no pony knew what a decent sized portion of Ponyville knew made her feel at ease.

"Yo, this seat taken?" Twilight turned to find the source of the voice, a white unicorn mare with an electric blue mane; she had a pair of purple sunglasses that covered her eyes.

"Not at all, go right ahead." Twilight answered, giving the mare a friendly smile.

"Do I know you from somewhere, miss?" The mare asked. Twilight looked back to the white unicorn, and scratched her chin.

Twilight searched her memories, like the mare before her; she had met her before. "You were the DJ that played at my brother's wedding right? The royal wedding?" Twilight asked, feeling rather embarrassed that she didn't figure it out earlier.

"Oh yeah, you were the purple mare singing during the after party, awesome voice by the way," the mare said. Twilight couldn't help but blush at the compliment. "I'm Vinyl Scratch by the way."

"Twilight Sparkle, nice to meet you… again," Twilight said..

"So what is bringing you to Manehatten?" Vinyl asked.

"I just felt like leaving Ponyville for a bit, there's something I just need to get away from." Twilight answered. She felt a little bad about suddenly leaving Ponyville to avoid some ponies, but it was the truth after all.

"I totally feel that, I used to live in Ponyville, but it was so dull and plain. I still go back for Pinkie Pie's parties when she needs me. Something must have happened while I was gone; a lot of the mares seem to want to know something, a secret that could mean the best thing ever for them. I didn't really pay attention since I was mostly there to catch up with Pinkie and Lyra," Vinyl said. Twilight cringed when she heard this, thinking that Pinkie or Lyra might have told her new friend.

"I see, I can understand Pinkie, but I wasn't aware that Lyra knew you." Twilight inquired, worried about how this would turn out.

"Me and Lyra go back a few years, we were fellow musicians that lived in Ponyville for a while before she started dating Bon-bon. It's nothing big," Vinyl answered. Twilight mentally breathed a sigh of relief when she heard this. "Back then, I didn't understand why a unicorn would fall for an earth pony. Earth Ponies seemed so plain. I learned how wrong I was, when I met my marefriend." Twilight mentally cheered when she heard this, decreasing her chances of 'things' happening even more. "Earth ponies know how to use their tongues; I still don't know how they do it. What about you, any special somepony back in Ponyville?" The musician asked, putting the purple mare on the spot.

"I am seeing a…uhh…pegasus at the moment, but she isn't around because of work, but we still manage to make it happen." Twilight stuttered, she looked up to see that the white unicorn is trying to keep herself from laughing.

"Filly, that`s hilarious. You sound like a virgin," Vinyl said, still laughing. Twilight couldn't help but smile at the remark. "You know what, you're alright. We should hang out some more."

"I'd like that, Vinyl." Twilight said, giving the musician a smile. "Since you know the place, where would be the best place to start in Manehatten? I've only heard about Manehatten from a friend."

"The nightclub near my place is a pretty cool place to chill at. There's also that theater that's next to the Princess Palace Casino," Vinyl said, rubbing her chin in thought. "If you want, I can show ya around. Maybe bring my marefriend with me so you two can meet, you two are quite alike."

Twilight's mental alarm was blaring again, but this time she went for it. "It's okay, I can explore the city. I don't want to take you away from your marefriend or your valuable time," She reasoned.

"Don't worry about it. Tavi and I may not look it, but we loving meeting new ponies, especially a pony that can sing," Vinyl added. The train stopped and before Twilight could get off, she was already being magically dragged to meet the musician's marefriend.

~Dood~

A black maned pony was fiddling with a record player while she prepared herself for the return of Vinyl Scratch. As much as she adored her fellow musician, the constant noise the white unicorn called 'Wubs' got old and annoying rather quickly. She took this time to tidy up her portion of the living room she and Vinyl shared, and listen to her own collection of music.

Octavia sat in a large bean bag chair that Vinyl bought her as a joke, her grey body sank into the large blue form as she smiled, hearing the woodwinds sing. The sounds of the string instruments nearly made her giddy to hear their song. The elegant balance of the two combined with the rare appearances of the percussion gave her mind peace. Even as the brass made its long awaited debut into the symphony, she welcomed it full-heartedly. Nothing could break the grey mare out of her meditative state.

She barely heard the door open. She heard her name but paid no mind to it, thinking that Vinyl was just messing with her as usual. "Hey Tavi, we got a guest," The white unicorn yelled, scaring the grey earth pony out of her bean bag chair.

With a sigh, Octavia stood up with as much poise as she could recover. "That mare…," she muttered under her breath, "Welcome back, Vinyl. How was Lyra?"

The living room was partially clean, a single couch sat in the middle of the room with a bean bag resting in the corner. An island kitchen was situated opposite to the bean bag chair. The room was cluttered with papers, vinyl records, and other recyclable garbage.

"She's doing pretty good, still getting into trouble, which pisses Bon-Bon off," Vinyl said, she turned her head to see Twilight carefully entering the room. "Sorry about that, Twi. Hey Tavi, this is Twilight Sparkle, a new friend from Ponyville." She continued, as Twilight raised a hoof and gave an awkward wave.

Octavia gave the purple unicorn a single glance, and recalled that she has seen this pony twice. 'Perfect, another headache' "Very well, I'll keep my eye on her as well, knowing you." She commented, causing Twilight shrink back and Vinyl look back confused.

"I don't think you need to worry about that Tavi," Vinyl said.

Octavia was puzzled by this remark. "How so, last time I saw this mare, she and her friends ruined the Grand Galloping Gala as well as 'trashed' an important social function hosted by Fancy Pants with her…dancing," She explained, Twilight thought this would turn into an argument only to find the white unicorn on the verge of laughing.

"I remember you telling me that, hahaha, I didn't know she was there, I can't believe a bookworm crashed one of your fancy parties," Vinyl laughed as she fell on the floor.

"I'm sorry I ruined those events, I didn't know that it would impact you like that," Twilight said, bowing her head.

She gave Twilight a critical glare, but then let out a sigh. "You do seem sincere, so I'll accept. My name is Octavia, as she has forgotten to say," She said. The two mares shook each other's hooves and then Octavia lightly hit Vinyl in the side with her hind hoof. "Manners, Vinyl."

"Sorry, sorry. Give me a moment," Vinyl replied. She got up and attempted to snap herself back to reality. "Alright, back to the game plan. We're going to go sightseeing since Twi has never been to Manehatten before, wanna join Tavi?"

"I suppose, it'll be good to get out of this stuffy apartment. On top of which, I don't think merely taking her to the places you like would classify as sightseeing, so it would benefit her greatly if I at least showed her some sights that weren't as… seedy as you like them to be," Octavia answered, walking past the two unicorns.

"That means she'll take you to the boring spots like the opera house down the street," Vinyl whispered, instantly making Twilight glad that the grey mare was joining them.

~Dood~

The first stop they went to was the Clover Park, named for Clover the Clever. Twilight was ecstatic to be there when she found out, much to the couple's amusement. They strolled through and came across a few ponies playing instruments on a hill, surrounded by several beds of colourful flowers. "Gotta admit, they're not bad," Vinyl quipped.

"I think they're pretty good, a few mistakes here and there, but still very good," Twilight added, Octavia nodded and listened to the musicians play.

"Come on, I got an awesome place we can go to next," The white mare cried, as she snatched her marefriend with her magic and trotted out of the park, with a confused purple unicorn following them.

~Dood~

"This is your idea of fun?" Octavia asked. The three were seated in a booth. Twilight was just as confused as Octavia, she scanned the room to find that there were various mares wandering around taking orders while wearing socks and panties. The rest of the room was populated by stallions and a few mares that were hitting on the waitresses.

"I'm hungry, and this place has the best pasta in town. Even you agreed that the pasta here was awesome," Vinyl said. Octavia didn't want to admit, but her fellow musician was correct, the food here was rather good and generous, she looked over to Twilight, to find that she was less than thrilled to be here.

"Couldn't we have gone to a café?" Twilight asked trying her best to avoid eye contact with any of the sultry mares in the area.

"What's wrong with a decent show to go with our meal? The food is great; the people who work here are pretty friendly; and the bouncer is probably the nicest 'colt who could snap you in half three times' in Equestria. True it's not as fancy as the 'Royal Chateau' down the road from our place, but this place is cheaper considering you're paying 10 bits for a strand of lettuce," Vinyl said, browsing the menu.

"I don't agree with the 'show' aspect of this place, but Vinyl is right about the other things," Octavia added. Twilight sighed in defeat and began looking for something to eat.

Their waitress arrived, she was a pink pegasus with a curly blue mane wearing what appeared to be white underwear and matching socks. "Hi cuties, what can I start you with?" She said in a sultry tone.

"Get me an Edweiser and a plate of Mozza Sticks," Vinyl said.

"A Caesar if would, please," Octavia said.

Twilight was a bit more hesitant. "I'll take a Caesar as well… please." Twilight added. She was still trying to make the roof more enticing than a mare wearing panties in public.

"Oh you are adorable, I'll be right back with your orders." The waitress said, leave the table.

"Too bad your marefriend isn't here, cause I think that one likes you," Vinyl joked, earning a groan from Twilight as her head met with the table.

"Please stop tormenting her, we may be here but we don't need to harass her further," The cellist reasoned. Vinyl reclined in her seat with a chuckle, finding Twilight's predicament hilarious.

~Dood~

The group left the establishment. Thankfully, for Twilight, the waitress was just very friendly. The food was just as Vinyl said, great and in generous portions, a few stallions hit on them but were told to return to their seats by the bouncer working there. With the purple unicorn finally free from the distractions in the restaurant, the group left to the next stop.

"The Platinum Theater, seriously?" Vinyl asked, the grey mare merely nodded as Twilight stared in awe of the theater's golden lights upon the silver-tinted building. 'I wonder,' She thought, moving closer to Twilight to whisper in the purple mare's ear "Clover the Clever is Princess Platinum's mistress"

A strand of Twilight's mane shot out of place. "You will rue the day you said that. There is historical proof that Platinum didn't even like Clover. She only needed her to solve problems that her other servants couldn't, and Clover was a traveler after Equestria was founded. Clover had no time to pleasure a mare didn't like her. Even before Equestria was founded, Platinum accused Clover of being an Earth Pony spy, because she and Smart Cookie were colleagues due to Smart Cookie being one of the few ponies that could understand her theories, which says a lot about unicorns of that age when an earth pony finds unicorn magic theories interesting. The charges were dropped because Chancellor Puddinghead said that all Smart Cookie and Clover the Clever talked about where magic stuff and crop stuff and it was all hurting his head, so HAH!" She ranted, which only made the DJ fall on the ground laughing.

"Must you whisper that to every unicorn you meet?" Octavia asked, the laughing continued until Twilight straightened her mane out again and gave a weak chuckle.

"Wow, that is the second time somepony ripped on me for that. All the of other times it was 'WHAT?', 'of course they are', and 'that is awesome'. My favorite is still 'no, Commander Hurricane and Clover the Clever were together, it's Smart Cookie that was Platinum's Mistress.' No pegasus or earth pony acts that way about Puddinghead, Smart Cookie, Hurricane, or Pansy. It's Clover and Platinum that everyone is focused on, it's hilarious," Vinyl said, still laughing. "I can't believe I almost forgot to ask you that earlier."

"Let's just go in already," Twilight ordered, as the three mares walked into the theater.

~Dood~

"I dunno who Shakesmare is, but I wanna kick her in the teeth for whatever that was," Vinyl grumbled, as the three left the theater.

"I thought the play was pretty good," Twilight said, rather confused by Vinyl's remark.

"Don't pay Vinyl any mind right now, she is… uncultured," Octavia claimed.

"No, the story doesn't make sense. What couple glances at each other for a few seconds and think 'that is my special somepony', have sex once, then commit suicide in the name of a love that's so weird?" Vinyl asked.

"A couple from Shakesmare's time evidently. Remember the show we went to about the mare that had both genders?" Octavia continued.

"When I heard 'a pony with both genders that bangs everyone in Equestria', I expected to see sex," Vinyl fumed.

"Isn't that enough to tell you that it was just a story? Now stop this at once, you know that if we begin to argue, I will win, and you will be thinking for hours of how you could beat me in that argument," Octavia reasoned, Vinyl was about to say something, but she shut her mouth and grumbled. Twilight followed behind the two, still trying to wrap her head around a play starring a pony from a thousand years ago. "Noticing the time and the fact that it's Vinyl's turn, I think I already deduced our next stop."

"You're darn right, nightclub away!" Vinyl shouted, as the group headed for a dark building with blue neon lights, called 'The Velvet Room.'

The bouncer gave the three a nod as they passed him and entered the club. Twilight looked around to see the place filled with ponies that were either talking or dancing. The music was deafening and drowned out nearly every word Octavia and Vinyl said, as the purple unicorn tried her best to stick with her guides.

"What do ya think, Twi? Pretty cool place, right?" Vinyl shouted. Twilight only nodded as she continued to look around. Everypony there appeared to be some shade of blue, as various ponies continued to dance, talk or order drinks from the bartender.

Twilight thought this place was nice, despite the sound.

"What are you doing here, Mistress?"

The purple mare's train of thought stopped instantly when she heard this and turned to see a familiar face, a unicorn mare with a magic wand cutie mark. "Trixie?" Twilight asked.

The magician gave the scholar a hug. "Good to see you again, Mis-" Twilight gestured her head to the other two ponies who were watching them intently, and gave Trixie a nervous look. "Twilight, how are you and why are you in Manehatten?"

"Care to introduce us, Twi?" Vinyl asked, trying to keep herself from chuckling.

"Sorry, this is Trixie. I met her while she was doing her show in Ponyville," Twilight explained. She then turned to Trixie "It might be tough to see in here, but the unicorn is Vinyl Scratch, a DJ I met on the train here, and the earth pony is Octavia, Vinyl's marefriend. They were showing me around town."

"But… Trixie could have shown you around Manehatten," Trixie whimpered. Her ears fell flat to her head.

"I didn't know you were here and Vinyl insisted that she and Octavia show me around," Twilight said.

As Trixie sat at their table, Vinyl had a question for her, "I have to ask, why did you call Twilight 'Mistress'? I didn't think this bookworm was into that sort of thing."

Trixie turned to Twilight to see a pleading look etched on her face. "Trixie called Twilight mistress by accident because she taught me some spells when I was in Ponyville last." Trixie noticed the waitress nearby, and beckoned her over. "Can Trixie get some hard cider, please?"

"Surely Twilight would have told you not to call her that while you studied with her," Octavia commented. Both Trixie and Twilight were sweating.

"Maybe Trixie worked under Twilight, if you catch my meaning," Vinyl laughed, only for Octavia's hoof to unleash justice on the back of the white unicorn's head.

"What are your thoughts on this, Twilight?" Octavia asked.

"Yes, I tutored Trixie on a few spells for her act. She didn't challenge me to a duel that may have ended badly for both parties," Twilight said, giving an awkward smile. Trixie was nodding her head quickly, hoping it would convince the two musicians.

"A duel?" Vinyl asked as Trixie's drink came by. "Do tell."

"No duel happened, Trixie assures you," Trixie said, consuming the enter beverage in a single gulp. "More please," she cried to another waitress.

~Dood~

After three hard ciders and a shot of tequila. Trixie was more than willing to tell the tale of how she and Twilight met, and how the duel of their previous meeting went.

"So the Great and Powerful Trixie was shocking Twilight in her cute bottom with her fake lightning spell, when she goes beast mode on Trixie. She wrapped Trixie up in her own cape and hat as she teleported both of us to her library," Trixie said. Twilight's invisibility spell was in full effect as Vinyl and Octavia hung on every word.

"She tied Trixie up, using her own cape as a crude rope, and gagged Trixie with her hat; Trixie thought she was going to rape Trixie's helpless form then and there. Midway through her lecture, Trixie actually wanted her to do it, if it would mean shutting her up, she apologized to Trixie for getting mad and released Trixie. And when it was Trixie's turn to apologies, Twilight found that my apologies are the best." Trixie puffed her chest in drunken pride as Vinyl was laughing. Octavia was hiding her embarrassment with some wine the waitress brought over. Twilight, however looked at Trixie as if to say 'really?' this nearly made Trixie shut up. "Trixie is sorry for telling them lies, Mistress. Trixie tried to apologize to you properly but you demanded it with such power and such dominance. I've been a bad mare, I need punishment," Trixie mumbled while holding onto the purple mare's neck.

"What was that last part?" Octavia asked, her blush tempting to overpower the dominating blue lights.

"She just felt awful about it all, don't worry about it," Twilight stammered, her own blush was more impressive than the grey mare's .

"Oh man, all this time I thought you were a virgin, Twi. I would have never pegged you for the 'Dominating Mistress' type," Vinyl laughed, nearly in tears. Her glasses were placed above her horn to prevent damage.

"Wait, no I'm… you got it all… I…" Twilight couldn't think of anything to say, Trixie was too drunk to reason with and had started to dry hump her side. Octavia was just as uncomfortable with this situation as Twilight, but Vinyl appeared to be more in her element here, watching Twilight squirm after Trixie had just told both of them how she was put in her place by the purple mare.

"So Trixie, how was Twilight? I mean this virgin couldn't have been that good, right?" Vinyl asked, staring into Trixie's eye with a Pinkie Pie-esque smile on her face.

"Now Vinyl, we don't need to hear tha-" Octavia was interrupted by Trixie who began.

"Twilight was powerful, she was great. Trixie still dreams of her control and the might she displayed before her that night. Twilight is perfect for Trixie, and no pegasus from a story book, hyperactive pink pony, or any other mares that were blessed by Twilight's dominance will stop Trixie from winning Twilight from them all," Trixie shouted, the deafening music preventing anyone not at their table from hearing.

"You had other mares? Wow, I've got an all-new opinion of you now," Vinyl responded. Octavia couldn't find words anymore as she just stared at the blue unicorn. "I gotta say, as much as you dig this mare. I don't think you should start cults over her, she looks like she…isn't here." The group turned to find that Twilight wasn't there.

Trixie's eyes went wide. "You know how to become invisible? Teach Trixie!" She shouted, attempting to grab onto Twilight again. She succeeded when she felt Twilight's forelimb, making the purple pony visible again.

~Dood~

The four ponies made it back to Octavia and Vinyl's apartment. Trixie had fallen asleep on the way there, and was placed on the couch. "I must confess, this evening turned out odd, even for Vinyl," Octavia said. Vinyl was still chuckling over how Trixie had held on to Twilight like her life depended on it, at least until she fell asleep, spouting nonsense about how Twilight was going to rule the world with Trixie as her prized and favorite pet.

"I'm sorry about Trixie, I didn't think she would do those things…even when drunk," Twilight said. She levitated a blanket over the sleeping unicorn, "I'll see you girls later."

"Nu uh, after all what Trixie said, I wanna piece of that," Vinyl said, as Octavia's hoof struck her skull.

"I think not, it is late, and need I remind you that your marefriend is just a few inches away from you?" Octavia said, as her left eye twitched.

"Come on Tavi, Twilight made a braggart her bitch with an 'apology', and when has you and me being connected at the hip ever stopped me from banging another pony?" Vinyl said. The grey mare stood there with a passive and calm demeanor, but even Twilight could tell that Octavia was about to snap.

"It's the principle of the matter, and the problem with the 'other' times was that you never told me about it until I saw them walking out the door, and each time I must degrade myself by hitting you over the head with the first thing I can get my hooves on," Octavia retorted. Vinyl's smile faded to worry.

"I could go and find a hotel, so you wouldn't have to worry about that," Twilight added.

"I'm not letting a friend go to the 'Princess Stables', those guys leech bits off ya forever. You are staying here for the night," Vinyl said. Twilight gave the mare a confused look.

"If she stays and I find you have smuggled her into bed… I shall schedule an appointment for your equipment to meet with the pavement in the morning. Are we clear?" Octavia threatened. Vinyl swallowed hard and nodded. "Very well, I'm sure we have a spare futon for when Vinyl has one her crazy parties."

After Twilight got settled in on the futon in the living room, Vinyl and Octavia bid the mare good night and went to their room. The purple mare snuggled into the blankets as she drifted off to sleep.

Twilight felt something touch her, she opened her eyes and glanced to the couch, Trixie was still sound asleep. Confused, Twilight looked underneath the covers to find nothing. She shrugged and tried to go back to sleep. She was awoken again by somepony touching her, Trixie was still sleeping. "Vinyl?" She whispered. No response, Twilight carefully covered herself with the blanket. The next time she felt something she threw the covers off herself. "Aha!" she said, as her horn's glow gave her enough light to see the culprit.

Twilight found the grey mare, who was lacking her usual bowtie, with her tongue inches away from her dick. "Octavia? What are you doing?" She asked.

"Shush, if Vinyl finds out, she'll never let me hear the end of it. I have to admit, I wasn't expecting this." Octavia answered, poking the purple flesh-pillar, causing Twilight to flinch.

"But, I thought you were tired," Twilight whined, which was answered with the earth pony rolling her eyes.

"I lied, my curiosity was piqued when that idiot mare," Octavia pointed at Trixie, "got drunk and began to hint and tease about how you 'made her apologize', both myself and Vinyl were curious about that, Vinyl is simply more open than I. Now stay quiet and take your blowjob like a good little filly. I never thought that I'd say that, ever." She explained, rubbing her head with a hoof before snapping her attention back to Twilight's cock.

Before Twilight could say anything, Octavia attempted to get what she could into her mouth. Each time the maremeat left, she would lick the head and nibble along the sides, forcing Twilight to stuff her own hoof in her mouth to keep herself from waking Trixie or Vinyl.

The cellist licked along the side of Twilight's member before spotting her slit. 'Curious' she thought as she ran a hoof along the meat while her mouth went to work on the scholar's pussy. Her tongue felt magical to the purple mare. Each time Octavia's tongue probed and licked it was with purpose, always striking true and causing Twilight's jaw to clamp down harder on her own hoof.

Twilight felt a familiar sensation, and knew this would end badly if she didn't notify the mare pleasuring her. "Octavia, I'm close," She whispered. The earth mare nodded and returned her full attention to the lavender rod. The scholar's hoof returned to muzzle her, as she watched her own length disappear into the mouth of the earth pony, Octavia continued this until Twilight's free hoof bolted to the back of the earth pony's head and held it there while she was force-fed the unicorn's sperm.

"Sorry about that," Twilight whispered, the cellist was coughing up Twilight's seed, but was still amused by the outcome.

"I believe we are not finished yet," Octavia retorted, as she pushed Twilight onto her back, her dick standing ready for whatever the grey mare had planned. She smiled and positioned her moist entrance over top of the rod and lowered herself onto it, taking Twilight slowly.

The purple unicorn involuntarily bucked her hips up, causing the cellist to gasp as she took more of what she intended to take. She took a deep breath and let herself slide down Twilight's length until the entire thing was inside her pussy. The two stood still for a moment before Octavia began to rock her hips, not daring to let more than an inch leave her.

"Ahem, what's going on here?" The two mares turned to see Vinyl standing smug, without her trademark glasses.

Octavia cursed under her breath while Twilight was scared of what Vinyl would do. "What was that you were saying about not having sex with Twilight earlier? I can't remember it since my brain doesn't like the kind of stuff hypocrites tell me," Vinyl asked. She had a smug look on her that made Octavia angry and her face red.

"Shut up and let me finish," Octavia scowled, still rocking her hips as her inner walls squeezed and milked Twilight.

"Hold up, what are you two doing? Are you using the strap-on?" Vinyl asked, trying to get a better look of what Twilight was using on her marefriend.

Octavia smirked a little and gave the white unicorn a glimpse of what had entered her, then she began to ride the poor purple mare. Vinyl was staring at two ponies' groin in disbelief, she turned towards their back ends to watch Twilight's member leave and enter the grey mare, as copious amounts of the cellist's own juices flowed down Twilight's length.

Vinyl shook her head and inched herself closer, licking the member as her marefriend rode their guest. This action had caused Twilight to squeak rather adorably. She then continued to do so, which caused Twilight to let out various amusing moans, grunts, and squeaks. The DJ couldn't help but put a hoof to her nethers, as she tried to fellate Twilight while she fucked Octavia.

The dual sensations proved too much for Twilight as she came. Octavia's eyes went wide as she felt every load of sperm enter her, pushing the grey mare to her second orgasm. Even Vinyl was flabbergasted when she saw white goops of Twilight's cum escape Octavia's pussy as the grey mare got off.

"Mmmm, Trixie is sorry that she spilled your tea, please don't bring out the toys, (yawn) I beg you," Trixie snored, still asleep.

The three mares looked at each other. "Let's take this into my room," Vinyl whispered, Twilight and Octavia nodded as they followed the DJ into her bedroom.

"Alright, let's see what we got here," Vinyl said, turning her attention to Twilight's cock. "That's a lot of meat on a mare."

"It feels bigger, trust me," Octavia muttered, stretching her legs as Twilight sat on the bed.

"My turn," the DJ exclaimed. She put her hooves on a wall opposite of her bed, "Show me what you got, Twi."

Twilight nodded, and walked up to the DJ, she placed her hooves on the white unicorn's back as she penetrated Vinyl's optional hole. The sudden entry into her back door caused the white mare to jump back, causing the member to sink deeper into her rectum.

Octavia circled the two unicorns as Twilight continued to explore Vinyl's backside with her dick. She slid herself underneath Vinyl and began to eat her marefriend out, while Twilight abused her backside.

"No fair, I'll cum in seconds," Vinyl whined, feeling Octavia's tongue probe her depths and her hooves rub the DJ's cutie marks. Twilight started to pick up the pace, nearly forcing the white mare's crotch into the grey pony's face. Octavia welcomed it as she buried her face deeper into Vinyl's groin.

True to her word, Vinyl came hard, her passage tried to grip the grey mare's tongue as her butt clenched the purple intruder that was probing its depths. With the combination of fluids, Twilight continued to plow into Vinyl's anus, nearly unhindered by the white mare's muscles.

Twilight hooked a forelimb around Vinyl's back leg and began to thrust harder, giving Octavia a show. She smiled as the DJ tried to keep her mouth shut, only to fail in the end. "Sweet Celestia, yes. Fuck me Twi, I want everything you got, just give it to me!"

Twilight complied as she made one last thrust into the white mare, injecting her bowels with seed. The purple mare release Vinyl's leg as she remained hilted in white mare. As she felt the last of her load leave her, she pulled out. And let the DJ slump to the floor, cum dripping out of the abused hole.

"Wow, what a ride," was all Vinyl said, as she tried to pick herself up, Octavia grabbed the wobbling mare and directed her to the bed, and lying her down on the bed. She then began to kiss the white unicorn passionately as she ground her marehood against Vinyl's.

Twilight watched in awe as the two ponies continued to make out and felt her dick harden and get ready for more. She seemed to recall something Rainbow Dash had said before, and a wicked grin spread on her face. But first, she almost instantaneously cleaned her cock of whatever might have exited Vinyl prior.

She trotted up to the couple on the bed and prepared to mount one of them. Vinyl opened one eye to see Twilight's horn shine, the purple mare glanced down and cheered for a moment before getting ready.

Both mares felt something poking them, they gave each other a glance before looking between them to see two purple shafts preparing to enter them, they both gritted their teeth as they felt Twilight invade their pussies.

Both ponies accepted the penetration easily, and resumed to kiss each other passionately, then switched to Octavia sucking on Vinyl's horn while the white unicorn nuzzled and licked the earth pony's neck, all while Twilight had her way with both of them.

Twilight was shocked that she hadn't done this before, she could feel everything the second shaft was feeling. She gripped the grey mare's plots as she picked up the pace, forcing moans out of both of them.

Both mares could feel Twilight knocking on their wombs, her lengths growing even more within them. Vinyl held on to Octavia's neck as the earth pony suckled and nibbled on the white horn before her.

Vinyl came first, soaking the bed beneath her, with Octavia following shortly after. Twilight felt the both ponies' silts grip her tightly as she pushed in as deep as she could, flooding both wombs with her dual spunk. She felt the member lodged in Octavia's snatch disappear as she withdrew from Vinyl.

Twilight staggered up to find both mares sleeping soundly, she levitated both of them under the covers and went back to bed.

~Dood~

Trixie awoke to the smell of french toast, in a near trance she slowly made her way over to see her mistress cooking, at that moment her eyes went wide. "Mis-I mean-Twilight, you shouldn't be wasting your time and effort cooking breakfast for me, as wonderful as it all smells."

Twilight turned her head and smiled, "I thought I'd give something back to the mares that helped me around the city, and what sort of friend would I be if I didn't include you?" She asked, Trixie blushed at the sound of her being called a friend of her mistress.

"I smell food," Vinyl remarked, as she entered, wearing her shades but walking rather shaky. Octavia soon followed, but without her bow tie.

"Good morning, I hope you don't mind that I cooked breakfast, you girls helped me a lot yesterday, and well, I wanted to thank you," Twilight said, scratching her forelimb.

"Didn't you thank us enough last-" The DJ was interrupted by a hoof flying into her face.

"We were merely being friendly. After all, it would be cruel to let a mare wander Manehatten without proper guides," Octavia answered, removing her hoof from her lover's mouth.

"Last what?" Trixie asked, her eyes narrowed, she carefully wandered to the bedroom Vinyl and Octavia came from. After a few moments the three mares were treated to: "How dare you two try to steal Twilight from the Great and Powerful Trixie!"

"Trixie settle down," Twilight said, levitating several pieces of french toast to several plates.

Trixie came back, glaring daggers at the musicians. "Trixie will be watching you two," she warned, trying to appear menacing as she took a bite of the breakfast Twilight had made, only to stop her glaring and devour what remained of her breakfast, much to Octavia's dismay.

"I gotta admit, you sleep like a rock," Vinyl quipped. This caused Trixie to look at the white mare questionly. "Seriously, Twilight was moaning like a few inches away from you, I'm pretty sure I yelled when we moved to my room, and I think we all screamed when Twilight came in both of us."

"Both of you, as in the same time?" Trixie asked, the DJ nodded as the magician turned to Twilight. "Why wasn't Trixie apart of this last night? Trixie would have loved to be impaled by her dual rods..." Trixie mumbled, giving Twilight the saddest look she could muster.

"What a wonderful morning. I can barely walk, Vinyl is bragging about sex, and the braggart is jealous. At least the toast is divine," Octavia commented.

"Don't rub it in, if you two didn't meet her at the train station, it would have been Trixie who would have had difficulties walking in the morning," Trixie whined. The group continued to eat, or try to seduce Twilight in Trixie's case, as the purple mare prepared for the remainder of her stay in Manehatten.

~Dood~

As Twilight approached her home, she noticed all the lights out. Curiously, Twilight opened the door and was greeted with a "SURPRISE!" as all her friends emerged from their hiding spots.

"Welcome back home, Twilight!" Pinkie shouted as Twilight's friends surrounded her.

"Thanks Pinkie," Twilight said, as her friends surrounded her.

"So how was Manehatten, dear?" Rarity asked.

"It was pretty good, I met Vinyl Scratch and Octavia there, and they let me stay at their place for the weekend, I also ran into Trixie," Twilight said, immediately noticing hints of ire in Rarity's and Pinkie's eyes.

"Did Trixie do anything to you?" Pinkie asked, chewing a cupcake slowly.

"No actually, she seemed rather controlled this time," Twilight replied, holding her hooves up in an attempt to defend herself.

"So anything else cool happen?" Rainbow Dash asked.

"Yes actually," Twilight answered, she levitated a bag and ruffled through it, levitating out a baseball cap with several Wonderbolt autographs (excluding Spitfire's) written on the peak. She also brought out several other items: a vest similar to what Applejack's cousin Braeburn wore, a picture book with several cute bunnies on the cover, a sketchbook with a beautiful design of birds, and a large board game featuring snakes and ladders.

The mares gave their thanks to Twilight, both verbally and by hugging the purple mare, as she walked up to her faithful assistant. She levitated a large diamond out of the bag and presented it to him, he gave the rock a thoughtful look before looking back up to Twilight. "I'm sorry I hurt your trust in me, I just don't want you to be mad anymore. Can you forgive me?" Twilight asked.

Spike eyes drifted between the diamond and Twilight, before snatching the large gem away. "I won't forgive you, but I guess I can't stay mad at you forever, right?" he said, as Twilight gave him a hug, which he returned.

Truly, everything would be just fine.


	12. Chapter 10

[{Gilda/Rainbow Dash}F/F, oral, fingering/taloning?, tribadism][{Twilight/Gilda and Twilight/Rainbow Dash}Futa/F, Futa/F, oral, vaginal, handjob]

"That was awesome, Rainbow Dash!" Scootaloo called out as she watched her idol perform stunts in preparation to join the Wonderbolts.

Rainbow gave the orange filly a glance, and flapped her wings harder, doing several aileron rolls, and a few loops, before attempting her famous 'Sonic Rainboom', she kept building speed until she hit the sound barrier. Try as she might, the sound barrier refused to break for her and threw her away, sending her into several clouds and ultimately the library.

"Rainbow Dash!" Twilight yelled, as she and Spike ran upstairs to find the multi-coloured daredevil was set against a bookshelf, now devoid of books, with her rear end high above her head.

"Heh, hey Twi, Spike. Sorry about that," Rainbow apologized.

Twilight glared at the blue pegasus for a few seconds. "You shouldn't be so reckless, you might have seriously hurt yourself, again," She said, as she noticed Spike let out a sigh and start walking over to clean the mess Rainbow had made. "Don't worry about that Spike, you can go back to your chores, I'll clean this up."

Spike gave a small cheer before leaving to the main room. Meanwhile Twilight walked over to the upside down pegasus. "A little help?" Rainbow asked.

Twilight levitated Rainbow Dash back on her hooves while also putting the books back into place. Before Rainbow Dash had the chance to fly back to resume training, Twilight held her tight with her magic. "Hold on, I need to make sure your injuries aren't serious."

"Come on, Twilight. I'm fine, I'm not hurt at all," Rainbow whined, blushing a tad from the attention Twilight was giving her. The librarian poked a single spot on the cyan mare's wing, which resulted in a loud painful 'yelp' from her.

"Right," Twilight said, sarcastically. "The damage isn't too bad, just a sprain. You could probably still hover, but no stunts, got it?" She ordered, as she levitated the first aid kit over, to dress the wing.

Rainbow Dash nodded, flexing her wing when Twilight finished. "Cool, thanks Twi," She said. "So what were you doing anyways?" The purple unicorn's grin crept up as the two walked into the main lobby.

Spike was still hard at work gathering books for Twilight, still searching around for whatever Twilight might need. "That should be good enough Spike, take the rest of the day off," Twilight called out.

"Awesome, thanks Twilight." Spike said, running out of the Library.

"Just catching up on my studies, the chat we had a month and a half ago was a load off my mind," Twilight commented.

With a sigh, because Twilight was doing something boring, Rainbow Dash turned and began to read one of Daring's new books, a new question came to mind as she opened it. "Daring isn't doing much these days, is she?" She asked.

"Daring is a busy mare. She has excavations that take weeks to complete, seminars to speak at, and museums to assist with. Despite all of that, she has practically moved in here," Twilight quipped; she stopped for a moment. "Daring will be returning tomorrow in the evening."

"But how are you so sure that Daring isn't cheating on you?" Rainbow asked, flying down to meet Twilight's eyes.

"I don't think she's cheating on me. When she gets home we have sex, we chat about her excavation during the afterglow, we have dinner, and then we cuddle. In the morning, I wake up to her giving me a blow job or riding me, it depends if I have morning wood at that time, then we go on a date, which usually ends with sex… I may need to re-prioritize my relationship with her, it's very similar to what Pinkie keeps trying to do when Daring isn't around," Twilight thought aloud.

Rainbow Dash stared blankly at Twilight, "I'm honestly curious as to how you keep up with your studies with the Princess, with all the sex that gets thrown at ya."

"I don't really know, Rainbow. I keep being told it's a gift, but I can't help but think it's a curse," Twilight said.

Rainbow stayed for a little while longer, bored out of her mind from Twilight talking about the various things that came to her mind. Eventually she had to leave, for fear of completing her transformation to Egghead-dom. As she left, she ran into Scootaloo who was running out of breath.

"What's up squirt?" Rainbow Dash asked.

"Are you okay, Rainbow Dash? I saw you get launched to the library," the orange filly replied, still trying to catch her breath.

"I'm fine, just a sprain. Give me a few hours and I'll be fine," Rainbow Dash retorted, puffing her chest in pride.

"Awesome," Scootaloo said, as she turned to look at the clock tower. "Oh no, I'm going to be late for the Crusader meeting, later Rainbow Dash." She called out, running to the treehouse the three fillies called 'The CMC HQ'. Rainbow Dash let out a chuckle and flew off. Due to her injury, she couldn't push herself, so she resolved to go meet with her friend Pinkie Pie.

~Dood~

She found the pink mare in the kitchen of Sugarcube Corner, making cupcakes. "Hey Pinkie," Rainbow Dash greeted.

"Oh hi, Rainbow Dash. How are you today?" Pinkie said, as she pulled a tray out of the oven and placed it on the counter beside three frosting bowls. The largest bowl contained purple frosting, another contained pink frosting, and the last had a dark blue frosting.

"I'm… fine, you do know Twilight is going to be creeped out if she finds out about these cupcakes, right?" Rainbow Dash asked.

"I have no idea what you are talking about, these three specific colours were chosen at random. It's just a big coinkydink, Dashie." Pinkie said, layering the purple frosting first.

"If you say so, Pinkie." Rainbow said, flexing her injured wing, annoyed by how she couldn't just do her thing and fly. "I'm surprised you aren't out trying to win Twilight again, with Daring out of town."

"There will be plenty of time for that, my dear Dashie," The party mare said, slowly covering a portion of each cupcake in blue icing. "In the meantime, I gotta help the Cakes with their order." Using the pink icing, she lightly placed a large star-like shape in the purple portion, and then putting a single pink stripe on the blue frosting. She gave the cupcakes a quick look before adding a purple stripe next to the pink stripe on the blue frosting.

"Ok, now that's creepy," Rainbow Dash commented, as she looked at Pinkie's creation. She knew Twilight was going to try her best to avoid Pinkie if she saw this.

"Hey, Judgy Jason. I'm sure lots of ponies will love to have these cupcakes, watch," Pinkie retorted, as she took the batch of decorated cupcakes into the dining area. Rainbow Dash poked her head out to see various ponies lining up for the cupcakes that Pinkie just made. "RAINBOW DASH, I need you to take over selling these, so I can make lots more Twi-Cakes. They are selling faster than the cakes that Mr. Hot Cakes sold when he was here visiting."

~Dood~

After helping Pinkie sell the 'Twi-cakes', Rainbow Dash took off and headed for Sweet Apple Acres, with a few of the same Twi-cakes on hoof.

Rainbow Dash landed near a tree where Applejack was working, "Sup AJ" She called out to her orange friend.

"Rainbow Dash, what brings ya to the farm?" Applejack said, wiping her forehead with a hoof.

"Just wanted to hang out, cupcake?" Rainbow offered, the farmpony looked at the pastries with awkward curiosity, while the daredevil just gave her an awkward smile. "Pinkie made them, that's why."

"This is a little weird, even for her," Applejack said, accepting a purple cupcake and taking a bite out of it.

Rainbow Dash landed and sat down next to the orange pony. "I know, I've had sex with Twilight, but I don't try to get her attention or try to get her to mount me again," She said, taking another bite out of her pastry.

"I still don't know what to make of this whole 'Twilight has colt parts' thing, still seems like a bad story, ya know?" Applejack commented, the cyan mare nodded in agreement. "But it makes ya think, is Twilight really the only mare out there that… well… has stuff down there? Sorta weird that there's only one pony out of thousands of other ponies, no matter how rare that may be."

"Who knows? Gotta admit, I'm on the fence for all this too," Rainbow said, she reached for another cupcake.

"Better question for ya RD. Why aren't you flying around doing your tricks?" Applejack asked.

"I screwed up a Sonic Rainboom and crashed into Twilight's library. I messed up my wing a little, I can still fly but Twilight says that I can't do stunts until it heals," She said, frowning at her lightly bandaged wing.

"I see, but when did that ever stop you before?" the Apple farmer asked, Rainbow Dash tried to answer, but couldn't find the words. "I think you might have taken a shine to Twilight too, you just refuse to believe it."

"Twilight has dozens of mares to choose from, despite being so blind and scared to actually go after any of them. She doesn't need me to add to that list, and I'd rather be flying than sleeping with the egghead," Rainbow Dash said.

"What was that you said a few weeks ago? When Twilight held ya, you felt like nothing could hurt ya? That you felt awesome?" Applejack chuckled, aggravating the cyan mare.

"Shut up," Rainbow Dash said, glaring daggers at her chuckling friend. "What about you, huh?"

"I've never had sex with the mare, and based on what I've seen so far from the ponies who have, I think I'll pass," Applejack said, smiling.

"I bet you 10 bits that by the end of next month, you and her do it," Rainbow challenged, holding a hoof out.

"You're on, Dash. With how Twilight's been acting lately, I think this is already in the bag," AJ laughed, shaking hooves with the pegasus.

"It's not Twilight you gotta worry about, it's yourself," Rainbow Dash muttered, leaving the confused apple farmer alone as she headed for home.

~Dood~

"What a day" Rainbow Dash thought as she landed on her doorstep. Crashing into Twilight's house again, watching Pinkie make creepy tributes to the purple mare, talking about stuff she wouldn't normally talk about with AJ, and finally making a bet; heck of a day for this junior speedster.

She opened the door and found something odd, a brown feather on the floor. "What the?" she muttered, she began to look around room, only to find the owner of this feather sitting on her bed reading one of her books.

"What's up, dweeb?" the Griffon greeted, still reading from the book. "Really surprised you own a book that wasn't a swimsuit edition of Sky Ace Magazine."

"Gilda, what are you doing here?" Rainbow Dash asked, cautious of the griffon's motives.

"Came by to bury the hatchet, so to speak," Gilda said, closing the book and tossing it onto the makeshift bookshelf near the bed.

"Wait, you're here to apologize? That isn't like you," Rainbow commented.

Gilda shrugged, "I know, griffon pride and all that lame stuff. " She utter, walking towards the speedster, "Let's go flying, for old time's sake."

"Can't, I hurt my wing trying a Sonic Rainboom again," Rainbow commented, showing her guest the bandaged wing.

"I thought you had that trick down, didn't you do it several times already?" Gilda asked.

"Well yea, just sometimes things don't work out like I want them to," Rainbow answered. "Whatever, why should I be friends with you again, after the way you treated Pinkie Pie and Fluttershy?"

"Alright, I'll admit it was kinda my bad for the Flutter-whatever thing, but that Pink pony was trying to get on my nerves during that party she threw," Gilda defended.

"That doesn't change the fact that you were a jerk and probably still are," Rainbow Dash quipped.

"What do I gotta do to show you that I changed?" Gilda asked, getting rather annoyed.

"First off, apologize to my friends for being such a jerk," Rainbow Dash said, glaring at the larger creature.

"Fine, I'll do it later," Gilda remarked, Rainbow Dash didn't seem pleased by this. "Junior Speedster's Honor."

"Prove it," Rainbow Dash challenged.

Gilda sighed, still keeping her smile, then took to the air.

"Junior Speedster are our lives,"

Rainbow Dash began to smile as she heard the familiar chant and joined her friend, rather surprised that Gilda was putting more effort into performing the moves than she was before.

"Sky-bound soars and daring dives,

"Junior Speedsters it's our quest,

"To someday be the very best!

The two landed and fell to the ground laughing, "Man, that chant was so cool back when I was a cub, but it's so lame now," Gilda commented.

"I gotta admit, it's more awesome when more ponies are doing it, so you don't feel like a dork doing it by yourself," Rainbow laughed, getting back on her hooves.

The two girls were still chuckling over past memories, "Okay, I think we can work this out, but I still want you to apologize to Fluttershy and Pinkie, if not for the party you messed up, at least for the other stuff you did to get her out of your feathers," Rainbow Dash said. Gilda nodded and the two fist/hoof bumped.

"Like I said, I'll apologize to them tomorrow. For today, I wanna hang out with my old friend," Gilda said, earning a smile from Rainbow Dash.

"Well, I can't race, cause my wing got messed up earlier," Rainbow muttered, flexing the bandaged wing.

"Maybe I can help, lie down on the bed," Gilda said, Rainbow Dash nodded and went over to the bed, lying belly down.

Gilda hovered on top of the pony and straddled her hind legs and began to work her talons into Dash's muscles. "I forgot how awesome your talons were, G," the Cyan mare sighed, letting the griffon do her thing.

Gilda chuckled, and continued to knead the blue flesh. She carefully removed the bandage with her claw, "Give me a moment to find some ointment or something," Gilda said, flying off Dash, smiling when she heard the blue mare moan in disappointment.

She searched the medicine cabinet for some rubbing ointment, finding something else that made her laugh. "MareLes, seriously Dash?" Gilda called out.

"Shut up, it's a good ointment. Applejack recommended it for me when I was helping her out with apple bucking," Rainbow Dash retorted.

"Whatever you say, Dash," Gilda chuckled, flying back with the tube. She squirted a small amount onto her claw and began rubbing it onto Dash's wing. While her other claw resumed it's massage.

Rainbow Dash just laid there, letting her old friend rub her wings and back. A surreal event in itself since Gilda was normally too proud to do things like this.

"How does it feel now?" Gilda asked.

"Awesome," Rainbow answered, nearly comatose form the griffon's treatment. Gilda smiled and turned her focus onto both of the pegasus' wings.

"The other wing doesn't need work, G," Rainbow stated, opening an eye.

"I'm just being thorough, chill," Gilda said, working the blue wings, being careful not to damage them further.

Rainbow's mind drifted as the griffon continued, while she went to the Wonderbolts many times before when napping, this time her mind went to the memory of when she was with Twilight, sober.

She sighed deeply, as she recalled how the purple mare held her tightly, the fullness she felt, she began to drool onto her bed. Unbeknownst to the griffon or pony, Dash's sex was beginning to leak.

Gilda stopped when an odd scent filled her nostrils. She turned around to see a small portion of Rainbow's bed spread was moist. "Are you getting off on this, Dash?" Gilda asked with a hint of mirth in her tone.

"What? No way, of course not. Why would I be?" Rainbow defended, blushing hard. She heard Gilda chuckle above her.

"Cause you're leaking back here, and you and I both know that I'd be in the air the moment I thought it might be piss, ya bedwetter," Gilda teased. Rainbow blushed harder as she tried to use her wings to slap Gilda for the bedwetting comment.

"Jeez, relax. If you want, I can help ya out. Just like how we did back in the Junior Speedsters," Gilda offered.

Rainbow thought back to those days. Whenever she or Gilda needed to blow off some steam, the other would help out, whether it was Rainbow tongue, because Gilda thought hooves were useless for that kind of thing; or the griffon's talons, because Rainbow didn't like the idea of a razor sharp beak near her marehood.

"Just like old times right?" Rainbow quipped. Gilda just smirked as she moved the pegasus onto her lap. One claw was rubbing the blue mare's belly while the other drifted down to meet her slit.

"Wow, you are soaking down here, Dash," Gilda said, her claws lightly touching the edges of Rainbow Dash's labia.

"Quit teasin' and do me," Rainbow ordered, Gilda's beak went to nibble on the blue mare's ear, as she slowly forced two digits into the mare.

Truth be told, Gilda loved being in control. The idea of having someone squirming under her claws gave her pleasure; ever since her first time with that dead beat of a ex she had, Gilda was always in control.

Gilda felt the pony squirm under her touch, she smiled as she went to kiss Rainbow Dash on the neck, working her claws faster in the pegasus' slit

"Remember when we first did this, Dash? I had my claws in you for ten seconds and you came so hard, you had to rest in bed for a whole day," Gilda whispered into Dash's ear, giving it a lick when she finished.

"I remember when…oh… I first ate you out feather brain. (Pant) You came begging for a week, asking me to do it to you again, " Rainbow Dash moaned, as she arched a forelimb to hold the griffon's neck.

"Don't worry, Dash. We're not stopping till we've both had our fun," The griffon chuckled. Dash laughed with her, but her laughter was quickly drowned out by moans and grunts.

The thumb of Gilda's claw kept Dash's clitoris company, as her digits probed the blue pony's depths, causing her to moan. It was music to the griffon's ears.

"Oh fuck" Dash cried, as her juices covered Gilda's talon and the bed below her. Gilda took the talon to her mouth and licked the fluids off.

"Have fun?" Gilda asked, Dash nodded, breathing hard. "Don't tell me you're all out of steam, after I did all the work, grass-biter."

Dash snarled as she freed herself from the griffon's clutches. "I'll show you who's out of steam!" She shouted, pushing Gilda onto her back and lowering her head to meet the griffon's glistening sex.

Rainbow Dash hooked her hooves underneath the griffon's legs and had them rest on her back as she licked her friend's folds, teasing Gilda by barely scraping the entrance. She felt one of the griffon's talons resting on her head, tempting her to probe her depths, but this pegasus had other plans.

"Whoa, you got better at this," Gilda moaned, her scaled hand petting the pegasus' head. Rainbow smirked before probing the griffon deeply then retracting her tongue out, making her friend let out a disapproving grunt.

Rainbow Dash continued to lick and tease the large bird. "Weren't you asking me not to tease you earlier? Just get to it, dweeb," Gilda commanded, but arched her back as she screamed when Rainbow made a peculiar motion with her tongue.

Rainbow released her oral hold over the soaking pussy. "Think of it as payback, 'dweeb'," Rainbow mocked playfully. She went back and sucked on the Gilda's clit.

Gilda's legs clamped around Rainbow's head, Tartarus-bent to ensure the pegasus could never leave. She placed her free talon in her mouth to keep herself from screaming.

Rainbow Dash's patience wore thin, as she now began attacking Gilda's G-spot, with wild and reckless aggression. The griffon cried out as she came, most of her fluids entered the pegasus' mouth, which was swallowed, the rest was splattered on Rainbow muzzle and the bedspread below the two fliers.

"Alright, who taught you to eat someone out like that?" Gilda asked, staggering back up.

"Pinkie Pie, maybe you should thank her when you go apologize to her," Rainbow laughed. Gilda released her hold on Rainbow Dash, allowing her to steady herself on her hooves.

"Don't tell me you're out of steam from me doing all the work, feather-head," Rainbow taunted, the comment made Gilda laugh for a moment.

"We still got the main event, Rainbow Crash," Gilda replied.

"I think I know what ya mean, chickadee," the pegasus said.

"Oh, you are going to get it," Gilda scowled playfully, tackling Rainbow onto her back on a rug near the bed. Gilda held one leg and had it rest against her shoulder, and started to rub her sex against the speedster's.

"I don't think we've ever done this before, G," Rainbow said. She felt felt an intense heat where she and Gilda were rubbing against each other.

Gilda smiled as she humped into Rainbow Dash. She placed a talon next to Rainbow's head for stability, then she arched over for a kiss, which was accepted eagerly by the pegasus.

The two rode out their orgasms, with Rainbow Dash unexpectedly shouting "Twilight!" As she came, taking Gilda by surprise. "Who's Twilight?" the griffon commanded.

Rainbow Dash let out a yawn. "She's a friend," She mumbled, drifting to sleep. Grumbling, she laid down next to Rainbow Dash, folding a wing for the pegasus. "Whoever you are Twilight, I'm coming for you," She thought to herself, before drifting to sleep.

~Dood~

Gilda and Rainbow Dash soared through the skies heading for Fluttershy's cottage, their first step to repairing Gilda's reputation in Ponyville. "Alright G, Fluttershy should be finishing up feeding her animals. You go over there and apologize for yelling at her, got it?" Rainbow commanded.

"Yeah, yeah. I got it, let's get this over with," Gilda muttered, walking over to the cottage, she looked back to her pegasus friend who waved. "Just relax Gilda, you're the best griffon there is. What's the worst a wimpy crybaby could do to me?"

As she approached the dwelling, she saw the yellow pegasus that she had yelled at walking out of the cottage. "Hey Shudderfly, no wait..that's not it…Posey? No…Fluttershy, that's it! Hey Fluttershy!" Gilda called out, causing the mare in question to turn to the griffon in confusion.

The moment Fluttershy saw the mean griffon, she bolted and hid in the nearby shed. Gilda looked back to Rainbow Dash who kept motioning for her to continue.

"Look uhh… Fluttershy, I came by to say I'm sorry about the yelling I did when I was last here," Gilda muttered, scratching the back of her head. The yellow mare cautiously watched the griffon. "I was a complete jerk and wasn't looking where I was going, I shouldn't have gotten angry with you. So, we…friends?"

Fluttershy slowly made her way out of her shed, walking slowly towards Gilda, scared she may do something. She jumped back when Gilda stuck out her claw. She looked at it and then back to Gilda, who gave an awkward smile. "I guess we could be friends, I mean it was rather rude of me to walk into you," Fluttershy said.

"You were walking backwards, guiding a flock of ducks," Gilda deadpanned.

"Oh, well I should have still watched where I was going," Fluttershy tried to reason, her excuses made Gilda place her head onto her palm.

"No, Flutter-whatever. I should have walked around you, and while you were being a doormat, I shouldn't have yelled at you… or roared at you, so I'm sorry," Gilda said, hoping this pony grew a spine soon.

"Um, okay. I guess," Fluttershy muttered.

"Yes, that's one down, G!" Rainbow Dash exclaimed, surprising Fluttershy.

"Rainbow Dash? You startled me," Fluttershy said. "Uh, what are you two doing?"

"Sorry shy, I'm helping Gilda apologize to the girls for being a jerk the last time she was here," Rainbow Dash replied.

"Oh, that's nice of you Rainbow. I wish you the best of luck Miss Gilda," Fluttershy said happily, the gesture made Gilda smile as well.

"Let's go G, next stop is Sugarcube Corner," Rainbow Dash said, flying into town, Gilda soon followed her, leaving Fluttershy to her duties.

~Dood~

The two arrived at the candy-decorated building in Ponyville. Gilda was hesitant, feeling like the building was owned by a whack-job but if Rainbow could walk casually into this crazy place, she could too.

Gilda found the pink spawn of the underworld chatting with a purple unicorn, over what looked like strudels, "There's Pinkie, looks like she is chatting with Twilight. You know what to do, G."

'Twilight?' Gilda thought, a sly smile formed on her face as she made her way towards the two ponies.

Pinkie was the first to notice the griffon, and Twilight soon turned her head to see her as well. "Hiya Gilda, what brings you back to Ponyville? Come for revenge or here to make amends?" Pinkie asked.

"Uh, the second one," Gilda muttered. "Look, I'm sorry for trying to get you to avoid Rainbow Dash. It was selfish of me, so… friends?"

Pinkie thought for a long moment, "Of course, silly. Oh, I can throw a REAL welcoming Party for Gilda this time, instead of a party that I did to make her look like the jerk that she was!" Pinkie cheered. Twilight gave the griffon a confused look, which was met with a shrug and an awkward smile.

"Awesome, we'll do the public apology thing at the party. In the meantime, let's grab a bite, since we're here," Rainbow said, flying next to Gilda.

"Cool, I'll take whatever you get me, Dash," Gilda said. Dash sped to the cashier to give her order while Gilda sat down at the table.

"So, I didn't catch your name, I think I may have met you somewhere though," Gilda asked.

"My name is Twilight Sparkle. I was one of the ponies present at that party Pinkie threw for you. Sorry for laughing at your expense," Twilight said, smiling sheepishly.

"It's alright. I would have done the same if I was in your… horseshoes," Gilda said, still puzzled. "This dweeb is the pony Rainbow Dash called out? Where's the punch line?" she thought, scanning Twilight with a critical eye.

Rainbow Dash returned with a few pastries and gave half to Gilda. "Thanks, Dash," she said.

"What were two doing before we got here?" Rainbow Dash asked.

"Well… I was curious about Twilight's library but Twilight said that Daring is due back sometime early evening so I thought 'there's plenty of time' and then Twilight was like 'Bad Pinkie, no happy endings for you today' but I know I'll wear her down eventually, right Dashie?" Pinkie explained. Gilda and Rainbow Dash were confused by this conversation.

"I'm sorry Pinkie, but the answer is no. I don't care what you say or do to try to change my mind," Twilight stated, she was clearly annoyed.

"Don't you still owe Pinkie for saving you from Cloud Kicker that one time?" Rainbow Dash asked. Gilda had no idea what was going on.

"I paid her back for that, 4 days ago," Twilight answered, sipping a cup of tea.

"But I want more, I gotta have more purple in my life, Twilie," Pinkie whined.

"What the heck is going on here?" Gilda asked, ridiculously confused by everything happening at her table.

"Absolutely nothing, just Pinkie being Pinkie and so on and so forth," Twilight explained, hiding her discomfort with her cup.

"All I can figure out is that the pink mare wants to have sex with you, really badly," Gilda said. She was curious what Twilight was hiding.

"Uh, don't worry about it G. Pinkie is just really into Twilight and a lot of Ponyville knows it, just that Twilight is dating somepony else, and Pinkie… is being… Pinkie?" Rainbow Dash tried to explain, but wasn't sure what words she could have used.

"I think I hear my organizer calling me, bye girls, nice to meet you Gilda," Twilight quickly uttered, as she teleported out of the building.

"I don't think that was normal," Gilda muttered, Rainbow Dash nodded in agreement.

"Nah, Twilight's been busy lately, like that one time Rainbow went over to visit her at- ACK" Pinkie choked on Rainbow Dash's hoof.

"So the nerd has been 'busy', huh?" Gilda said; she couldn't decide whether to be laughing or annoyed

Rainbow Dash removed her hoof from the Pink mare's mouth. "Twilight does a lot of magic stuff, it's nothing to be worried about, G," She replied, beginning to sweat.

"So, why did you call out Twilight's name yesterday?" Gilda asked. Pinkie's eyes were wide as she shifted to look at Rainbow Dash, the blue pegasus herself was speechless and scared.

"Random occurrence? I…uh…called out Applejack's name when me and Twilight got together," Rainbow Dash said, as she tried to salvage whatever dignity she had left.

"No, you didn't I heard you cry out Twilight's name when she be-" Pinkie's mouth was again stuffed with Rainbow's hoof.

This settled it for Gilda, "I see, what does this egghead got that I don't?" she asked. Rainbow took her hoof out of Pinkie's mouth again.

"Magic!" Pinkie called out, happily. Rainbow was ready to shove her hoof back into Pinkie Pie's face if she said anything about Twilight's secret, but was relieved when she didn't.

"Don't worry, Dashie. I won't tell Gilda about Twilight's secret," Pinkie whispered.

"I may not look like it, but I have pretty great hearing," Gilda stated, causing both mares to stare at her in shock. "What's this about a secret?"

"Twilight's secret book of secrets, written by a griffon named Hawke," Pinkie answered, slowly.

This caught Gilda's attention. "Wow, I've actually been looking for that book; I should ask her if I can borrow it one day."

"Twilight's secret book of secrets?" Pinkie asked.

"Yea, Hawke's How-to Guide to Sex, you'd be the luckiest thing ever if you could find a copy in the griffon kingdom, sold out everywhere and pages kept getting ripped apart or are stuck together when you look for it in libraries," Gilda leaned in more, "But I doubt that's Twilight's secret since it's a rather well known book."

"That's the only thing Twilight has, I swear Gilda, It's the best kept secret ever," Pinkie reasoned.

Gilda sighed as she got up form her seat. "How many in here have read Hawke's One Million Ways to Please Any Girl for Awkward Individuals?" She called out. Various ponies looked at each other. Soon enough, plenty of hooves went up, even Mr. Cake's hoof. He turned to see his wife giving him a confused look.

"I rest my case," Gilda said.

"Twilight's magic is super powerful, and it makes mares want her and need her, like I do," Pinkie said.

"Why learn how to have sex, if you don't plan on telling anypony?" Gilda asked.

"She learned it specifically for Daring?" Pinkie replied, hoping it would stop this exchange.

"I think I'll go find out myself," Gilda said, flying out the door.

"Rainbow Dash, you need to go warn Twilight NOW," Pinkie cried. Rainbow gave her a salute and quickly followed Gilda out the door.

~Dood~

Rainbow Dash managed to beat Gilda to the library, mostly because Gilda didn't know where Twilight lived, and ran inside. "Twilight, we've got a problem"

"What is it, Rainbow?" Twilight asked climbing down the stairs.

"Pinkie and I screwed up so bad, Gilda is looking for you and she suspects something," The blue pegasus said. This caused Twilight to give her a confused look.

"You didn't tell her anything, did you? You do remember the last time, right?" Twilight asked. Rainbow did remember; spending a week as an Earth Pony was not a great time for the future-Wonderbolt.

"Pinkie hinted it a few times by accident, but I think Gilda might try something on you," Rainbow Dash said. She was clearly worried about what might happen.

"I should have known when I saw you and her walk in, I'll handle it," Twilight reassured her.

"You will, how?" Rainbow asked, confused.

"By giving her what she wants, it's either that or find out that she snuck into my home at night and forced herself on me," Twilight said, walking back upstairs to plan her encounter.

"Gilda is kinda possessive, and I… sorta… shouted… your name… last night… when we had sex," Rainbow Dash said, blushing and embarrassed.

"Her pride has been damaged, great. I can still figure this out before she gets here," Twilight muttered.

"What do ya mean her pride is damaged? She knows you and I had sex, and she is mad about that," Rainbow retorted.

"No, she probably doesn't care who you have sex with Dash, as long as you call out her name. The fact you called out mine tells her that I'm better than her at something, even though it's something trivial like sex. Just let me handle this, Dash," Twilight ordered. Rainbow Dash gave the purple unicorn a worried look before flying off, but she still stayed nearby to ensure that nothing too bad would happen.

~Dood~

Rainbow Dash watched, as Gilda arrived and barged right into the library. She peeked inside to see the griffon looking around in the main room. She looked displeased and went upstairs.

Rainbow Dash moved to find a bedroom window not blocked by curtains. Unable to find one, she growled and flew into the library, being careful not to alert Twilight or Gilda.

She opened the door a crack to see the griffon and the pony standing their ground.

"I hope you're ready, egghead, 'cause I'm not letting a bookish pony get the best of me," Gilda challenged. Twilight refused to flinch or cower to the larger beast.

Twilight just let out a sigh as Gilda stepped forward, her claw going to grab Twilight by her head. The purple mare dodged the griffon's attempt the grab her by teleporting. She reappeared behind Gilda and tackled her to the ground.

"Look, I don't wish to damage your pride further, nor do I want you to take advantage of me just because I'm an 'egghead' as you and Rainbow Dash like to call me, so how about we settle this like adults? I get off you, and we go our separate ways. If you are still horny, you can go find Rainbow Dash and you two can have fun while I go do whatever I need or wish to do," Twilight reasoned.

"How about you go buck yourself, ya stupid nerd," Gilda shouted.

"An Oxymoron, cute," Twilight muttered, she used her magic to lock Gilda's claws to the ground, while she got off and lifted Gilda's back end.

"What the heck do you think you're doing?" Gilda roared, struggling against her bonds.

"If we plan on doing this, I should get you ready for me. The last time I took a pony dry, it was very uncomfortable for both of us, and I had to rush the other pony to the hospital," Twilight said, spreading Gilda's folds, analyzing what she gets to work with this time.

"You had to rush Rainbow Dash to the hospital just because you forgot to tell her to suck on one of your stupid toys, dweeb?" Gilda asked, refusing to give in.

"Actually it was Pinkie, Rainbow Dash and I only had sex twice. Once while we are drunk in Cloudsdale, and another time when she was curious about how it would be like while she was sober. I'll be honest here, I'm actually embarrassed that she called my name out while you two had sex," Twilight explained. She gave the griffon's honey pot a careful lick, before beginning to eat her out.

"Who told you that?" Gilda said, rather surprised and nervous.

Twilight stopped licking and rubbed the slit before her as she spoke. "Rainbow Dash was here earlier to warn me that you were coming to prove that you were the better lover, by forcing yourself on me, like a lot of ponies have done already. But this time, I think I'll start things. It'll be good for the both of us, we'll both feel sexually satisfied, I'll learn to be more assertive when telling ponies to stop trying to get me in bed, and you'll learn a lesson in humility," She explained, she went back to licking the griffon, focusing primarily on the clitoris.

Rainbow Dash couldn't see very much, with Twilight blocking Gilda's goods but she could hear the griffon trying to keep herself from panting. She turned around quickly to make sure there was no pony or Spike around to find her snooping, and then returned to watch one of her best friends dominate her oldest friend.

Twilight continued to lick Gilda's folds, using her magic to amplify the pleasure she was issuing, causing the griffon to let out a moan. Twilight paid it no mind and worked on the glistening pussy in front of her, probing it's depths with her tongue. While this was happening, Twilight could feel the effects of her morning tea wearing off, letting her cock reveal itself, not that Gilda could see it anyways.

Gilda didn't like this at all, she was in charge. She should have this mare begging for her talons, but instead she's locked by the mare's magic and being eaten out, probably to prepare for this stupid mare's toys.

Twilight savored the taste of the griffon's juices, trying to coax more out of her sex with her tongue and magic. Gilda couldn't hold back any longer. She came, coating Twilight's face with her liquids.

"I do believe you're ready now," Twilight said calmly, she used her magic to lower Gilda's rump a tad to give her easier access.

"What do ya think you're doing, dweeb. You better not," Gilda warned, the unicorn paid her no mind as her cock rubbed against the griffon's entrance. "Wait, what the heck kind of magic is that?"

"It's not magic, Gilda, it's as real as your wings," Twilight exclaimed, sinking her dick slowly into the eagle-lion hybrid.

Gilda felt a bit of discomfort and pain from the entry, but she expected Twilight to at least gloat about being able to knock a griffon down like this. Whenever a griffon tried to have a pony as a mate or encounter a pony with sex on the mind, it was always, ALWAYS, the griffon that was in control. The thought that a weak unicorn had her whimpering was strange, but it was even stranger to not hear her gloating about it.

She felt Twilight lie on her back, as she forced more of her mare meat inside. She felt the unicorn use her magic to touch sensitive points in her wings, while she kissed along her neck from behind. True that Gilda was a little bigger than Twilight, but this was absurd to the griffon.

Gilda's mind flashed back to her first time with a griffon she liked, he was cool, fast, strong. But she felt like her insides would have been torn out of her body with how he 'made love'. One day he got drunk and it was just him and Gilda at his place, he didn't care, he just shoved his barbed dick inside her and pounded her. Gilda recalled that the pain was unbearable, and the dweeb only lasted a few seconds, she made sure never to see the jerk, again.

Twilight was something else, she made sure that Gilda enjoyed herself while also showing that she was in charge. Gilda felt like Twilight cared about her, her body became more lax, and more eager for the purple rod within her. Maybe Rainbow Dash's cry yesterday was not all uncalled for, the gentle touches the mare was doing on her back, the loving care the mare was showing with her dick, which was a blessing for the griffon; this one was bigger than the needle dick that was her ex-boyfriend.

Twilight didn't bother to speak, knowing she'd be wasting the breath, she instead hilted herself in the griffon. She gave Gilda a few moments to get use to her size before she began thrusting. Believing that Gilda wouldn't try anything, Twilight released her spell and sure enough, Gilda didn't move. She remained underneath the unicorn, willing to be filled by her dick.

Rainbow watched as Twilight mounted Gilda, her hoof trying it's best to please the blue pegasus, as she watched with perverted curiosity. She saw the bonds on Gilda's claws go away. "Why didn't Gilda just pin Twilight down?" Rainbow Dash was very confused, but too horny to figure it out.

Gilda felt the magic disappear from her claws, her mind wanted her to take that pony down, but her body refused to move. She almost felt natural underneath the purple unicorn. Instead she began to thrust back into Twilight, was too lost in her own pleasure to notice if she caught the unicorn off guard, but as long as her mate made her feel happy, she'd be fine.

Twilight let loose her first load inside the griffon, feeling the vaginal walls clamp down and drink in her seed. Griffon felt each shot inside her as she came with the unicorn. She felt almost sad to feel the dick leave her empty. "You tired dweeb? Gilda said, trying to salvage her pride.

"Not by a long shot, Gilda. Could you lie on your back for me?" Twilight asked, Gilda shook her rump to stretch but complied with Twilight's command. She lied on her back, legs spread, she finally got a good look at the rod that penetrated her just moments ago and was left speechless.

"I took all that?" She muttered, shocked by the size of Twilight's cock.

"Well, yeah. I have been told that this is big for a pony, but I'm sure there are griffon's out there that are bigger than me. Pinkie told me that Big Mac is one of the few ponies in Ponyville that are bigger, the only real advantages I've got over him is…" Twilight explained, as she loomed over the griffon. "I could keep going for hours if I wanted to and I ejaculate quite a bit per orgasm," Twilight finished, she leaned in to kiss the griffon.

Gilda expected the kiss to be forced, but it was soft and gave her some control back. Her arms went to hug Twilight, pressing the mare's body to her own.

Gilda released Twilight when they broke the kiss, her claws resting on the unicorn's shoulders. Twilight repositioned herself quickly and penetrated the abused sex once again.

"Do me harder, sweet Celestia, harder," Gilda shouted. She held Twilight's head to her chest as the unicorn pounded away at her. Feeling generous, Twilight complied with Gilda's demand and sped up her pace, causing the griffon to cum quickly.

Twilight smiled as her horn glowed, once again playing with Gilda's wings, but also causing Twilight's kisses to please every nerve in the area she kissed, sending an electric-like energy to flow through the griffon's body.

The combination of magic and Twilight's shaft made Gilda come once again, but Twilight didn't stop nor did she slow down, hastening the griffon's next orgasm.

Rainbow watched in awe as Twilight continued to bring Gilda to orgasm after orgasm. The floor underneath the two was soaked in Gilda's secretions. Her own sex has made a sizable puddle beneath the blue mare as well. She continued to rub herself with her hoof. She almost tempted herself just to jump in and join the two, weighing her options of what to do.

She sucked in a breath and walked into the bedroom. "Took you long enough, Dash," Twilight said, barely turning her head, to see the blue mare.

"Wait, you knew I was over there?" Rainbow Dash asked, now more nervous than she was a few seconds ago.

"I could hear you clopping behind my door, and you are predictable," Twilight said, still humping Gilda.

"Well, I…uh," Rainbow Dash had no words to save her.

"One moment, Dash," Twilight said, her horn glowed brighter than before. She nearly stopped bucking Gilda, to catch her breath from the spell. "Have fun, Rainbow." Twilight turned back to continue to rut the griffon to her next orgasm.

Rainbow was confused by her friend's statement. She was about to ask, when she saw a purple butterfly soar past her vision. She followed it to see another Twilight walking towards her. Before Rainbow could say anything, the Twi-clone pulled her into a deep kiss.

The real Twilight smiled as she heard Rainbow moan from her duplicate's dick entering her as she watched Gilda's features, her tongue was sticking out, nearly dazed from being brought to multiple orgasms.

Twilight thought it was time to end this round and sped up till she came hard inside Gilda. When she withdrew, she brought an impressive amount of her own seed out with her. She sat next to Gilda as the two watched the Twi-clone rut Rainbow Dash to an early orgasm.

"You know Gilda, there are actually some differences between me and my copies. First off, they don't cum as much as I do, and they only really last three or four orgasms before they fade away; what they do better than me however, is that they don't get tired or randomly stop. If you tell them to fuck you harder, they will make sure there is a bruise mark in the shape of their pelvis where they mounted you. Pinkie found that out the hard way once," Twilight chuckled. Her hoof was rubbing Gilda's belly as the griffon rested. "The worst part is, I can't fully control them. They are like those puppets with really weird strings. If you pull the string too softly, it won't do anything, but if you pull too hard, even just slightly too hard, the limb might break or fly wildly around. It takes a lot of precision to wield the clones, not to mention they are a huge drain on my magic. I nearly passed out before I could test three of them on Pinkie when she tried her antics," Twilight continued to laugh a little. Gilda shared in the unicorn's laughter, as they relaxed.

Rainbow Dash was praising herself for walking in to join them, even though she had to settle for a magical copy, it was still a good magic trick. She barely heard a word that Twilight said as the only thing on her mind right now was the purple illusion rutting her from behind. "Harder Twi, give it to me," she cried out, she could barely hear Twilight say 'oh no' as she felt the clone's hips pound her into the floorboards. She came again, and this time her entire body hit the floor while the copy continued to pulverize her slit.

Twilight cringed when Rainbow Dash slipped, and laid across the floor in spread eagle position while her clone does as she was told. The real unicorn turned to see Gilda flapping her wings for a moment before turning to meet her. "Ready for the next round?" Twilight asked, Gilda nodded and laid back, waiting for the purple mare to mount her again, but Twilight had a different idea.

"I have something else we can do, one moment," Twilight said, walking to the bathroom, Gilda waited patiently for her mate, eager to please as Twilight did earlier; growing hornier as her blue friend was getting reamed a few feet away from her.

Twilight returned with some hoof lotion, smiling as she put a drop on her hooves and then began to rub the stuff into Gilda's claws, the griffon was speechless and blushing madly, surprised by how tender and caring the hooves felt on her scaly fingers.

Twilight levitated a chair to her and sat down, "I'm curious as to what a handjob is like, if you could please," Twilight asked, her length stood proud before the griffon. Gilda slowly moved closer to the member and wrapped a claw around it, her thumb and middle digit were a half inch short of touching. She recalled the times where she would do this for her old boyfriend, it was awkward with the spines but he loved it. She glanced up to see Twilight shared the same sentiments. Feeling happy to return the favor, she leaned in to lick the blunt tip, a wave of satisfaction glided along her spine when she heard the purple mare moan.

Twilight smiled at the devotion Gilda was showing and began to pet her lovingly. Anypony would be frightened of her claws and beak, but Twilight was sure the griffon wouldn't do anything to harm her. Twilight began hissing in pleasure from the licking, and the motion of the griffon's jerking.

The thought that wanted Gilda to take control was becoming quieter. even while Twilight was at her mercy, she could have thrown her to the ground and showed her who was the boss, but why would she do that to the egghead? Why should she dare to ever call this kind, yet powerful mare an egghead? As she continued to stroke the mare's cock and lick the sides, to call this unicorn 'mate' felt right, it felt perfect to the griffon, if made her feel happy. Maybe she can be submissive, especially if her dom is as loving as this.

Rainbow Dash began to feel pain as the clone thrust deep into her, letting loose her liquid magic into Rainbow Dash's womb. The poor pegasus didn't get a chance to rest as the copy flipped her over onto her back and continued, causing the floorboards to begin to crack under the pressure.

The real Twilight thoroughly was enjoying the feeling of the griffon's claws. Gilda was currently using both claws, in an attempt to make Twilight cum. She had her mouth wide open, ready to receive it eagerly. Twilight was forced to comply as she hit her peak, coating Gilda's feathered face and beak in her cum, some of it managed to enter the griffon's mouth, which she savoured.

"Thanks Gilda, your turn," Twilight said, she motioned the griffon to sit on her lap, Gilda was confused and doubted that Twilight could manage her weight but did as she was told.

She was shocked when she felt Twilight lift her with her magic and lower her onto the purple mare meat. The purple mare could already feel Gilda's inner walls trying desperately to milk her member for whatever fluids were still left in it. Twilight placed her hooves on Gilda's waist to allow her to thrust into the griffon even as she floated above the purple mare.

Twilight glanced back at Rainbow Dash, who was now riding the Twi-clone. The worst part was that the purple unicorn could feel that her copy still had enough power to go for at least 2 more orgasms. She'd have to apologize to Rainbow later for any injuries she may have caused, maybe tomorrow.

Gilda's mind was clouded in pleasure, the only thing that mattered was the loving care of her mate, she called her name out as loud as she could, as if to let the world know that Twilight has claimed her. Feeling a sense of satisfaction upon feeling more of her mate's spunk enter her shortly after. Both the pony and the griffon were too tired to keep going, even if the purple mare's member wanted more.

Twilight could barely keep herself awake, even the constant noises that Rainbow was making did little to help. Knowing that Daring will be home soon, Twilight went downstairs to grab a 'pick-me-up'.

Rainbow however, was still riding the Twi-clone. She gritted her teeth as another orgasm washed over her senses, and another magic load entered her and dripped onto the floor. She thought she was done, but she was turned over to see that the malicious creation was about resume humping her. Dash looked around for Twilight to stop this thing, she was too tired to escape. She needed Twilight to help her out.

"Finish." Rainbow heard as she felt a heavy load enter her, and the copy disappeared in a shower of millions of purple butterflies that slowly faded away. The pegasus tried to catch her breath, and saw her nerdy friend looming over her with a cup of tea floating next to her.

"Are you alright Rainbow?" Twilight asked, rather worried.

"Hey Twilight, why did you make a clone that wanted to grind my bones into dust with it's hips?" Rainbow asked, unable to move her body.

"Because you told her to do you harder, and my copies are very literal," Twilight answered, as she placed a glass of water next to Rainbow Dash, with a straw in it.

"I don't think I can move my legs, but wow… it was worth it," Rainbow commented, trying to grab the straw with her mouth. She saw a purple glow surround the straw as it bent to reach the pegasus' lips.

"Just remember it for the next time I create an illusion of myself, don't ever ask it to fuck you harder, or it may cause damage," Twilight said, sipping her tea. She surveyed the room. "This is going to be a problem to explain to Daring."

"You just showed a griffon, Gilda of all beasts, who was boss. I think you should show Daring who's the big mare in your sex life," Rainbow retorted, finally regaining some feeling in her torso, allowing her to bend her head over to grasp the straw with her mouth.

"True, but we are pretty even when it comes to 'who is on top'. We'll see when we cross that bridge, right?" Twilight chuckled. She heard the door open from downstairs, "which is now, I guess."

"Twilight, I'm back." Daring shouted from the lobby. "I don't like the smell of that," Twilight barely heard Daring say.

Daring Do opened the door to see Twilight sitting on a chair sipping a cup of tea, while Rainbow Dash was sprawled on the floor sipping water through a straw, and a unconscious griffon lying in the middle of the room, the entire area smelled of sex. "Please tell me that Rainbow Dash and the griffon were having sex and you were just supervising," the Khaki-Pegasus asked.

Twilight gave a sheepish grin. "Well that's fantastic, let's move these two out, the recent excavation was a waste of time and I need 'encouragement.'" Daring said, walking over to the purple mare.

"No... you don't" Gilda said, slowly getting up. "I don't know who you are, but you are not touching my mate, shrimp." Gilda scowled, slowly moving towards the adventurer.

"You're challenging me for Twilight, and you can barely stand? Did Twilight literally fuck your brains out, hatchling?" Daring said.

"Both of you stop," Twilight ordered, but it fell on deaf ears.

"I ain't leaving this place unless it's with my mate, dweeb," Gilda heaved, still barely recovered from earlier.

"That's a shame, cause I can definitely make you leave, doesn't matter if you're tired or all ready to go," Daring retorted, Daring pushed Gilda away, easily causing the griffon to fall onto her side. "Yeah… real challenging."

"Daring, Gilda stop," Twilight shouted, finally catching their attention. "No fighting, understand?"

Daring scowled and nodded her head, while Gilda just nodded once and drifted back to sleep.

"Now that's settled, Daring could you help me grab some blankets for these two?" I used up a lot of my magic tonight," Twilight asked, blushing. Daring sighed and went to help her marefriend, but not before kicking the griffon in the side as she passed by. "If you want, I'll do that thing you love so much tomorrow when Dash and Gilda leave."

That was all the motivation Daring needed to get to work.

~Dood~

It was a glorious morning in Ponyville, the birds were singing, the flowers were beautiful, and Twilight, Daring, and Spike were invited to Breakfast at the cafe with Fluttershy and Rarity. There was only one minor problem with this picture however.

Daring was not in a happy mood. She had fallen asleep last night cuddling Twilight, but when she awoke the next morning, she found that the griffon had stolen her and the blanket they were using. "I'm sorry Daring, I didn't expect this to happen at all, I knew Gilda was possessive but I didn't think she was THIS possessive." The purple unicorn said, feeling guilty.

"I'm walking right behind you, Twi." Gilda said, she had added herself to Twilight's company this morning, much to Daring's annoyance. Ever since the griffon woke up, she had refused to let Twilight leave her sights. This sparked a fight between the adventurer and the flier before they left, with Twilight trying to break them apart, and Spike and Rainbow Dash watching it all unfold. Rainbow Dash bid them goodbye when she flew to the hospital, it was clear to everypony that she could not fly straight to save herself.

"Don't you have a Bird Feeder to ransack?" Daring asked, venom dripping from every word.

"You know griffons are omnivores, right? I wouldn't mind trying a little pegasus with breakfast if you don't shut it," Gilda retorted.

"Oh ponyfeathers, what to do," Twilight asked herself, trying to drown out the name calling happening around her.

Spike saw Twilight in distress and tried something. "Hey Gilda, the main reason that you're in Ponyville is because of Rainbow Dash, right? Why don't you hang out with her after breakfast?" Spike asked, his sister/employer turned to him and smiled.

"The best thing me and Dash have going for us is flying around, racing, doing tricks, and the odd sex. Thanks to whatever Twilight's double did to her, she can't do any of those things. Nice try shorty," Gilda answered.

"How about helping out around Applejack's farm?" Spike added, both ponies in the group turned to Spike in confusion.

"Why would I do that?" Gilda asked.

"Well, it would help you build muscle, give you a better reputation with myself and Rainbow Dash for helping our friend, and Applejack usually feeds whoever helps her out," Twilight answered, she saw that Gilda was interested but wasn't fully sold, she needed to sweeten the deal. "And if you build enough muscle, I may try that copycat spell again. Only this time, you would find yourself in between myself and the copy,"

"If you put it that way," Gilda said, "I guess I could go for some hard work, but I'm warning you, dweeb. No touching my stuff when I leave to help Applejack, got it?"

"I'm not above making a griffon eat dirt, punk," Daring retorted, the two were back at each other's throats.

"Hi everypony, what's going on here?" Pinkie asked, finding that Daring and Gilda were one mental snap away from hitting each other, and Twilight trying to stop the two.

"Gilda and Twilight had sex last night, now Gilda is trying to keep Twilight for herself and Daring isn't going to let it happen," Spike explained.

"I see, where were you though?" Pinkie Pie asked.

"I was sleeping, ever since you started to get Twilight alone, I started to wear ear plugs and an eye mask... and I moved my basket into the basement," Spike answered.

"Oh really? I was wondering why your basket wasn't by Twilight's bed for the longest time," Pinkie said. She turned back to the fight. "Those silly fillies, hasn't anyone ever heard of a herd or a harem?"


	13. Chapter 11

[{Twilight/Zecora}Futa/F, Cunnilingus, vaginal, slight oral, aphrodisiac]

"No, no, NO!" Twilight cried, searching around her cupboards for any trace of her beloved tea. Locating a canister near the back of one of the cabinets, Twilight pries it open with her magic, nearly destroying the thin compartment, to find a single tea pack.

"I don't see why you need it anymore, doesn't a lot of Ponyville know of your package?" Daring Do asked. Gilda and Spike were just as confused.

"It's not just that, I can't hide it like all stallions can. I don't want my dick just tapping on my belly as I walk to get groceries, what would children say when they see me? What would the parents say?" Twilight stammered, beginning to panic.

"Calm down, Twilight. We just need to get some more, right" Spike said, calming Twilight down.

"Mini-Dweeb is right, you just need to get more tea-things, so we'll go get some," Gilda said, nodding. "So, where do you get your fix?"

"I get it via mail from Canterlot, and I haven't received anything yet," Twilight answered. She began to pace, worried about her medical tea.

"Hey Twilight, could you panic after you've had your tea? I'm getting weirded out by you 'hanging out'," Spike asked, cringing as Twilight's maleness hung limp from between the purple mare's hind legs.

"I'm alright with the show, how about you shitlord?" Gilda asked, turning to Daring.

"Shitlord? Are you seriously going to call me that, you walking waste of an omelet?" Daring retorted, her temper rising.

"Yea, cause you piss me off and look like a big pile of shit" Gilda barked back, looming over the khaki-coloured pegasus.

"Girls,it is far too early for that nonsense, Gilda I want you to apologize for calling Daring that… name," Twilight ordered. Gilda opened her beak, but any sound to leave her was vanquished from the purple mare's 'disappointment' glare.

"I'm sorry I called you a shitlord," The griffon said, sitting back down.

Twilight sighed and began to brew her tea. "Why must you two keep fighting? It hurts me to see two of my friends fight each other for something so… foolish," she said.

"Foolish?" both the griffon and the pegasus cried out.

"I dunno about chicken legs here, but you're MY mare. Even with all the stupid crap I had to deal with like Pinkie, you honestly think I'm going to let this stupid griffon take what's mine?" Daring yelled.

"You think I care about your stupid history? Rainbow Dash told me all about how you made Twilight cry when you first met her, and now you are going to try and convince me that she's yours just because you missed a train on purpose to fuck her? Twilight is my mate, and I'm not letting some dweeb take her from me," Gilda roared. The two stared daggers at each other.

"GIRLS!" Twilight yelled, catching the attention of both enraged fliers. "You both need to stop this stupid rivalry over me, it's flattering but I don't need this every day," Twilight said. In her anger, the purple mare's mane was set aflame, startling both Daring and Gilda.

"Truce?" Daring asked, backing away slowly to avoid the unicorn's wrath.

"Truce," Gilda confirmed, doing the same.

Twilight calmed down and drank her tea, "Now if you both will excuse me, I need to go get more of my tea," she said, walking towards the door. "You two can use this time to bond, or hang out with Rainbow Dash, or something, just as long as you two behave yourselves."

When the door shut, the pegasus and griffon immediately shot a glare at each other before leaving to prepare for their day, Spike sat there finishing his cereal thinking "they're not going to last long."

~Dood~

"Sorry ma'am, we haven't received any packages that are addressed to you," said the mailpony.

"What? There has to be some kind of mistake, they've always shipped me a package every month. Can you check the back, please?" Twilight asked, unsuccessfully trying to hide her panic.

The mailpony gave her a deadpan look. "Miss, all packages that we get are on that bulletin board there," he pointed towards one of the two large brown boards behind him, while both have various notes pinned to them, one he pointed at has 'to be delivered' above it and the other had 'delivered successfully' above the other. "And none of them mention a package for you, I am sorry."

"Maybe you didn't know about it, maybe they were late," Twilight tried to reason.

"Doubtful, the bulletin boards has all packages for the last 4 months on it and we have 3 notes on the 'Delivered Successfully' side that you acquired. No fourth note, ma'am, I am sorry," The mailpony said.

"Maybe…"

"I'm sorry ma'am but we have other ponies that need to pick things up or mail things out," The mailpony said. Twilight deflated, and walked out of the post office feeling defeated.

Twilight walked down the road until her friend Applejack stopped her, "Why so glum, sugarcube?" she asked.

"Just a bad day Applejack. The post office didn't have my monthly package from my parents, and without it, I'm…defenseless," Twilight whimpered, blushing hard.

It took a moment, but Applejack figured out what that meant. "Oh, maybe you can find a way to hide it yourself until the package gets here," Applejack said, she was blushing a little.

"I could try using my invisibility spell again, but that would mean I'd have to keep it channeled for thirteen to sixteen hours a day. That could be pushing it, even for me" Twilight thought aloud.

"Or you can just hide it when you go out, why hide it at home?" Applejack asked.

"Spike isn't perfectly comfortable with it, and I live in the public library, ponies are legally allowed to walk in at their leisure," Twilight answered.

"Oh, I forgot about that last part. Zecora made you some tea for guests, right?" Applejack inquired, Twilight nodded in response. "Why not ask if she can make you a substitute?"

"Of course, thank you Applejack… but that would mean that I would have to…" Twilight stammered.

Applejack put her hoof on her face. "A lot of Ponyville knows about you and remember when we all thought she was an evil witch? Maybe you're over thinking it all and she won't try to bed ya like some of the ponies around here. Shoot, I know about you and I haven't tried to jump your bones," Applejack explained, both ponies heard two voices from a distances, both of them saying 'yet', one had a high pitch, happy sound to it and the other had a cocky, tomboyish tone; it still confused the two ponies a bit.

"Anyways..." Twilight continued, still cringing from the random shouting. "I think you're right. I should give Zecora a chance. She never let us down before, right?" Before leaving she turned around and hugged Applejack. She wrapped her hooves around her friend´s neck, giving her a squeeze. Applejack´s coat felt soft and so warm the Unicorn let out a quiet but content hum. 'A hug really can do wonders to somepony´s mood,' she thought, as she felt her friend´s warmth flow through her, making her heart beat a bit faster.

"Thanks AJ," She said. The Apple farmer returned the hug, feeling funny in the pit of her stomach.

~Dood~

Twilight followed the path into the Everfree Forest to meet with her Zebra friend, still wary of the beasts that could wander into her path, like the cockatrice that turned her to stone that one time. The old dead tree that Zecora used as her home came into view, the sight made Twilight cheer internally as she doubled her pace.

Knocking on the door, Twilight waited for the shaman to greet her. The door opened to reveal the zebra within the rotting tree. "Why hello my dear,Twilight; visits from the townsfolk is always a delight," Zecora greeted.

"Hi Zecora, I'm sorry that this won't be a casual visit, but I need your help," Twilight said, if this confused Zecora, she didn't show it as she gestured the unicorn to come in.

"Very well, my friend of magic; what seems to have you sick?" Zecora asked.

Twilight squirmed a bit, trying to delay the inevitable. "I am in need of some medicine for a problem I have, think I can get some?" She asked, grinning awkwardly.

"If you cannot explain the problem, then I cannot share my wisdom," Zecora said.

"Now or never, Twilight," She muttered to herself."I was born with a penis and I usually drink a special tea that makes it go away but I'm out now and the shipment is late so I need your help to keep this hidden until the shipment finally reaches me."

Zecora thought for a moment and searched among her ingredients, she stopped for a moment, "Did you say penis? A very odd illness," Zecora asked, the purple mare nodded.

Zecora returned to her ingredients searching for what she thinks would help, "To help me with this task, I will need you to unmask," Zecora said, causing Twilight to blush.

"Are you sure?" Twilight whimpered, Zecora nodded, causing the purple unicorn to let out the sigh. "Okay give me a moment, it's very picky with when it wants to appear." She closed her eyes and imagined all the sexual encounters she that has had recently, hoping that it would wake her sleeping giant, as Pinkie has called it before.

Feeling her tea's effect wearing off she stopped and opened her eyes. She saw Zecora carefully analyzing her dick; it wasn't a perverse look, but a look her doctors would give her. "There is no need to be so meek; for now, I know of what I seek."

Zecora turned to look through her ingredients again. She began to frown and said something in her native language. "I ask for forgiveness; for I lack an ingredient for your… maleness," she said, pausing she thought for a moment. "I will need to locate a special plant; otherwise they will see you with lust or askant."

"I don't want ponies to look at me askant, the lust part I get enough of already however," Twilight whined.

"I understand but patience is key here," Zecora said, she wraps herself in her travel cloak. "So try to take cover and steer clear."

Pleased by this reply, Twilight thanked the alchemist and waited for her return. She began glancing at the various things the zebra has collected, her thoughts began to drift to the zebra herself, curious as to how she fairs. Zecora lived in the forest for a long time, but something about the shaman wandeirng the forests felt wrong to Twilight, like she should be there to help her, maybe to protect her. Twilight dismissed the idea and found an old book the zebra had on a shelf and glanced through it.

As she read, she heard a howl in the distance, shocking Twilight. Her thought quickly returned Zecora, and the possibility that she may have encountered the source of that cry. She quickly ran out the hut in search of her friend. She found her a mile into the forest, picking some flowers. "Hey Zecora (pant) can I come (wheeze) with you? I don't feel (cough) right if I let you do this for me (pant) without me helping you out atleast," Twilight panted, out of breath.

Zecora let out a chuckle at the unicorn's displeasure. "Of course I welcome the company, for this can be a long journey," She said, continuing on her journey. Twilight shook her head for a moment and followed the zebra.

~Dood~

Meanwhile

Gilda flew across the sky towards the library, holding a small box in her claws. She landed near its entrance and nudged the door open with her hind leg. "Yo Twi, you here?" She shouted, hearing nothing in return. "I came across the post office earlier. They had your tea stuff, turns out the tack used to keep the posts on their 'To Do' board fell off," She still didn't hear anything. She placed the box on the kitchen table and began to search for her purple mate.

Becoming annoyed, she walked out of the library to see a happy blond pegasus. "Hey, you Cloud Kicker?" Gilda called out, startling the pony. "I was told about what happened a few weeks ago, so I wanna ask if you know why Twilight isn't nerding it up in her library?" She asked, her forelimb draped around the back of blond's neck.

"I didn't touch her I swear, I don't want Pinkie coming after me again," Cloud Kicker said, confusing the griffon.

"What's Pinkie got to do with that?" Gilda asked.

"Before Twilight went to Manehatten, I almost had her, but Pinkie showed up and scared the crap out of me and I ran. Don't get me wrong, I still wanna see why some ponies adore the purple egghead, but I don't wanna piss off Pinkie after that," Cloud Kicker answered, shaking. Gilda sighed and let her go, muttering her thanks before searching for Pinkie.

~Dood~

The duo walked through Everfree Forest, Twilight however was nervous and paranoid about the trip. She kept looking around, preparing herself for anything that may leap out. Her penis swinging in the breeze as she walked didn't help her either.

Zecora noticed this and smiled. "It's interesting to see you so active, but is there a reason to be so protective?" She said, causing the purple mare to snap to attention.

"I guess so, I just feel on edge. Maybe I'm just worried something might happen," Twilight explained, unsure if this was the case or if she wasn't more worried about something happening especially to Zecora. They heard a bush move near them and immediately the unicorn teleported to intercept anything, horn glowing in preparation to polymorph whatever the attacker could be.

A scared squirrel ran as fast as it could away from the two, fearing for its life. Twilight felt sorry for scaring it like that, but somehow also disappointed for a reason which eluded her mind.

"The day is when the critters play, the night is when the stalkers slay," Zecora said with a smirk, putting a hoof on the purple mare's shoulder. Twilight felt electricity run through her veins upon Zecora´s touch. She jumped quickly aside. Zecora´s smirk dropped into a concerned frown at the purple mare. Shame waved over the Unicorn and her face turned beet red.

"I'm sorry, I just don't know what's wrong with me," Twilight mumbled ashamed, facing the ground. She shook her head hoping to stop this paranoia. And this awful hope of actual something, anything, happening so that she could prove her usefulness to Zecora. It didn't make any sense. Why should she even want that something dangerous crossed their ways just to fight it? To impress her companion? For what reason? Twilight took a deep breath and made the hoof movement her babysitter had taught her a long time ago. Feeling calmer and less embarrassed about her failed savior moment she asked Zecora if they could continue their journey.

Zecora nodded with an serious expression, but Twilight felt that she hasn't really listened to her. They continued their walk deeper into the Everfree forest. The zebra glanced to the purple unicorn every so often to find that she has resumed her protective stance though she was less obvious and on the edge than before as the squirrel incident seemed to have calm down her paranoia.

"Is something the matter, Zecora?", asked Twilight curiously as she caught the shame looking at her. Zecora blinked in surprise as she remembered who this little pony resembled so much, her first alpha back at home.

"No, don´t worry Twilight, I´m fine, I just thought of an old memory of mine.", Zecora looked ahead on their way, lost in memories she believed to be buried long ago. Twilight knew better than to press into Zecora in this matter, though her curiosity had spiked.

Zecora nodded, and they continued their walk. The zebra glanced to the purple unicorn every so often to find that she has resumed her protective stance.

A thought came to Twilight, she flushed in embarrassment for not asking it earlier, but better late than never. "What exactly are we looking for?" She asked.

"Beyond the castle and behind the falling water, rests a fungi that's quite the charmer. With a head of purple and spots of blue, the base is pink and is of value. The spores it makes are sought after by males, all so they can see their mates raise their tails," Zecora answered.

"Why are we searching for a mushroom that makes females hornier around the males who use their spores when I want to hide myself?" Twilight asked, confused.

"Though it's true that mares will love you more, it isn't just needed for its spores. Scale of the trickster chicken and leaf of the prankster plant, These three combined, cease all extant," Zecora said. The prospect that a single potion could solve all her current worries made the purple unicorn more eager to find this fungus.

As night approached, Zecora motioned to make camp, Twilight nodded in agreement. They set up a small fire and some bedding made out of leaves. The zebra was rather worried about her friend; the purple mare said she'd take the first watch to make sure that nothing attacks them. But so was Twilight Sparkle who had noticed her friend´s quietness and absent looks, she wondered what the zebra had been lost in thoughts with. Zecora bedded down, rather curious about the mare's thoughts as she fell slowly asleep to the forest nightly sounds.

She dreamed of her home, the wide savanna with the high grass wafting in the wind under the blazing sun. Her tribe wandering with Gnus to better pastures to settle for new houses to bear their offspring. Her coming-of-age fest with the golden torques. The first time a young male courted her. In a cute way as he never left her side when they went out to eat, always on edge if any danger appears. Jumping into a bush to fight off a potential predator which turned out to be just a mouse. His adorable reaction as he stared down on the ground embarrassed about his inexperience and failure to impress her. And his taste as she pulled his head up with her hoof to give him her first kiss. How many wonderful things he called her. How happy she felt in his presence and under his touch as he took her for the first time, to be his beta in his new herd.

Somepony shook her awaken. Zecora looked around to see that it was late at night, the fire still glowing and Twilight Sparkle leaning over her with a worried look in her eyes.

"Zecora, are you okay? I heard you crying. Did you had a bad dream?"

Only now the zebra noticed the wetness on her fur as tears had streamed down her face. Quickly she wiped them off before looking at the pony who had made her remember a time she had tried to forget. A once so blissful time.

"Not a bad, but a good dream, was what made my eyes scream. Forgive me, for I am a bit churn, but I guess it's my turn," said Zecora with a quiver in her usually so collected voice as she sat up and moved closer towards the fire to take her turn of being watch.

Twilight looked at the mare as the fire´s light throw shadows dancing on Zecora´s coat. She´s gulped as she took all her courage and sat besides her mysterious friend. Now wasn´t the time to fall asleep, but to be there for somepony who needed her, who needed somepony to listen to her.

Twilight didn't say a word as she only looked into the flames eating the wood away. After some time, she felt like she should say something but didn't know how she should start such a conversation about something she didn´t knew anything about. But before she could say a word, Zecora started to speak.

"I want to tell you a story of my life, Twilight Sparkle. No rhymes of mine shall guide it as you´re used from me. It´s a story I haven´t told anypony as I wanted it to die inside me, quietly and with no regrets. But I forgot that for sadness and regret happiness and chances had to exist first and you made me remember that. It´s only fair that I tell you as thanks what made me so thoughtful this day.

You see, I used to have a mate in my homeland. He was my first kiss, my first time and my first alpha. We were very young and foolish but so happy. I wanted to be his beta, to have his children and to be with him till I grew old and gave my body back to earth and my soul to the winds. But he got hurt when he went with warriors to find a safe path for the tribe. Anything we tried on his wounds couldn't stop the fever eating his life away. He died and I couldn't do anything. After that, I was devastated. I refused to leave my mate´s side no matter what my parents and my friends said or threaten me to come with them before the drought was coming. I stayed and so did they, a whole night and day they waited to come to my senses. Yet I didn't. On the second night, a shaman showed up at our camp.

You see, Twilight Sparkle, the Zebra shamans don´t live with the tribes, they live on their own, listening to the spirits of nature to understand the secrets hidden by mortal eyes. They come to tribes only when told by the spirits to deliver a message from the spirits, to treat the sick and injured or to take a new apprentice. She came cause of the latter. I was furious at her, crying that she let my alpha die, but she wouldn't have any of that and just told me to come with her. I asked why I should ever follow someone that didn't do anything to stop this pain of mine. She answered cause I could become such a shaman, to heal the pain of others and stop it before it begins to form and asked me if I wished anyone else the same experience I had. I said nothing and followed her into the night. For many years I learned from her and the spirits and became a famed shaman showing the Mohawk on my head with pride. I saved many zebras from death and prevented many to live without a loved one. And yet each time I saw the happiness of the families I only felt my own loneliness digging deeper and deeper into my heart. So I buried my memories of my old life for good or so I thought. The spirits told me to go north, to Equestria, that I would be needed there. And then I met you, Twilight Sparkle, you and your friends, the Elements of harmony. And now, now you reminded me so much of my old mate that the memories bubbled up all at once. Those tears of mine were not due sadness, but of happiness, I was so focused on my loss, pain and regret that I had forgotten the happiness I had, the feelings he stirred in me and a future we could have had if it weren't for fate´s hoof to take him from me."

Zecora blinked away some tears again, smiling into the fire as she felt a fire in her chest starting to glow. Even in his death, those feelings had never left her hart, she just had thrown so much earth over it in believe to protect herself when in the end all she did was burying a part of herself. So even now she still had lessons to learn herself, thought Zecora.

She felt a hoof touching her cheek softly, carefully, as if her pulling away would leave a scar on it. She looked at the purple Unicorn at her side, only a grass stalk distance between their sides. She felt the hoof to dry her tears, one by one, leaving instead of wetness a lingering warmth which seemed to spread all over her face. She didn't wanted to let that feel to stop.

"I´m with you Zecora.", was all Twilight said as she herself was fighting with her tears of emotion. Her little smile was like new wood on a dying fire to the Zebra as she felt the glow in her chest to grow into a burning fire.

Chocked up by her emotions, Zecora nodded, grateful to have talked all that from her soul, to have confided into Twilight Sparkle. She nuzzled the purple mare's neck as a sign of her being fine and thankful, Twilight felt the heat from the touch move up all over her face.

Yet it didn't stopped a yawn rolling out of her mouth, being on guard the whole day and night was tiring. She moved closer to Zecora till their bodies were warming each other. She felt the older mare drape a leg around her neck, pulling her closer till the Unicorn could hear the Zebra´s heartbeat, matching it with hers, a lullaby for the tired mare.

As Twilight fell into a deep and dreamless sleep, Zecora looked at the little pony in her embrace with a happy smile not leaving her face for once till the morning sun kissed Twilight awake and they packed up to finish their task to find the needed ingredient.

~Dood~

The morning came and they continued onward, Twilight remained her protective self, while also annoyed by the swinging of her flaccid member between her legs. "Twilight Sparkle, is home a struggle?" Zecora asked.

"Everything is going well, no problems there," Twilight answered, with an awkward grin.

"You seem uncertain, I am here to listen" Zecora stated, causing the purple mare to become more worried.

"I'm perfectly fine. Zecora. Honest," Twilight said, hoping to end the conversation.

"One day I came to Ponyville, to visit and chat at will. I heard tales of yourself and Pinkie, perhaps you miss her badly," Zecora inquired.

"Pinkie? I love her like a friend, but it's platonic love," Twilight said, feeling guilty to label her friend like that, especially after all they've done together.

"Month's past there was a showmare's voice, was there something that made her rejoice?" Zecora continued.

Twilight struggled to find the right words, "I don't recall a showmare in my library, but I did hear the scream though. By the way, where did you hear all of this?"

"The shy ones tend to hear all, even if they stay by the wall," The zebra chuckled.

"Oh, what exactly did Fluttershy tell you, if I may ask," Twilight said, worried that Fluttershy may have seen her do 'things' by accident. 'Or maybe she was curious as to how I work, I could always...stop it Sparkle, I refuse to defile Fluttershy," she scolded herself mentally.

"She spoke none of your escapades, but your list of mares brought her to red shades. A griffon, several friends, few colleagues too; even two celebrities and a princess you get to screw. A fine herd that you have made, or a rather curious charade," She said, smiling.

"Herd? I don't think that could work out, a lot of those times were a one or two time things. And two of those ponies are nuts," Twilight said, her heart feeling heavy for unknown reasons.

"The plains of my old home, thrive with the herds that roam. In this age our Alpha's grown, if all the better to protect his own. The savannah is a place of danger, we found that groups are safer. For under our Alpha's gaze, our foes would be outplayed," Zecora said, giving Twilight a moment to think.

"But Equestria isn't like that, we may not be strict on gender stuff, but we don't need herds because Equestria itself is safe already. There hasn't been a true herd in at least 600 hundred years because it lost its initial purpose. Sure there are those harems but they never last, besides what of the other males that were born into the herd?" Twilight asked.

"They live by a code, the strongest commands their road," Zecora said.

"So they compete with each other and the winner becomes or stays Alpha but the other?" Twilight continued, curious yet worried of the supposed outcome.

"They would be ejected, for they have been defeated."

"That seems cruel to the loser, he lost and he gets thrown out like he was old news," Twilight grumbled.

"I think you need some time to reflect; making this forest walk perfect," Zecora stated, the purple mare merely nodded. They continued their trek through the forest in silence.

~Dood~

Daring and Gilda sat in an uncomfortable silence, mostly worried about Twilight who has yet to return. Pinkie suddenly barged in through the main door. "Girls, I found something!" She shouted.

The pegasus and the griffon were immediately scrambling to meet with the pink pony. "Whatcha got, Pinkie?" Daring asked.

"The last pony to have spoken with Twilight before she disappeared was Applejack and she said that Twilight was going to talk to Zecora but the strange thing is it's a few hours walk to her hut and back," Pinkie explained, "So it shouldn't take Twilight over a day to do what she needs to do at Zecora's."

"Who is Zecora?" Gilda asked.

"Zecora is a nice zebra who lives in Everfree Forest we all thought that she was an evil enchantress but we then found out that she was actually a nice pony and she comes by sometimes to visit," Pinkie answered.

Daring's eyes narrowed, "Where does she live?"

~Dood~

Twilight and Zecora continued through the forest until they came across a waterfall. "The Eryndom lies behind the falls, behind it lies the cavern's halls," Zecora motioned.

Twilight nodded, glazing over the pool. She jumped in to find that the water was up to her barrel in depth, making the situation easier for the two ponies. She used her magic to make an opening in the waterfall, allowing her and Zecora to enter.

The two began their search. The cave itself had a fair amount of light from the cracks in the ceiling, but it still had that smell of mold and decay that Twilight was forced to stomach. The purple mare glanced to her friend to find that she doesn't seem bothered by the smell. With a sigh, her horn let out a bright light as she searched for the Eryndom.

~Dood~

Daring, Gilda, and Pinkie arrived at Zecora's hut to find it was empty. Daring's frustration was boosted to find no trace of Twilight. "What in the hay are those two doing?" Daring muttered. Gilda flew up and did an aerial sweep of the forest while Pinkie hopped around trying on the zebra's masks.

Daring walked out of the hut, hoping that the purple mare is okay; she turned to see a terrifying visage consume her vision. "OOGA BOOGA" the thing yelled, causing the khaki-pegasus jump. "Oh that was so funny," Pinkie laughed. "Hey Gilda did ya see that?"

"Yeah, that was sweet," Gilda shouted back chuckling. She gave the pink mare thumbs up before returning to her scouting.

"Oh, bad flash backs from the Marezons," Daring muttered, shaking her head.

"What's the Marezons?" Pinkie asked, removing the mask.

"Tribe of Earth Ponies built like AJ but as tall as Princess Celestia; they like to kidnap males for slave labour or for reproduction, if the male satisfies, they are either kept as a slave or a sex toy. If they don't live up to their standards, they are sacrificed to the princesses, but they run outside of Equestria's borders so the Princesses themselves don't know much about them," Daring explained. Her encounter with them was less than fun as she was forced to save 4 stallions, 2 male griffins, and a diamond dog from giant mares.

"What about mares?" Pinkie asked, confused.

"Depends, Island Marezons treat all females of any race equally. Forest Marezons don't like females that aren't Earth Ponies, and usually sacrifice them instead of potential mates," Daring continued. Pinkie looked a tad astonished by this information. "This all happens far outside of Equestria's borders. Most of them live in the Zebra Kingdom, so they usually bother nomadic ponies or Zebras."

Gilda landed next to them, "I don't see Twilight anywhere, so she and the zebra might have gone deeper into the forest searching for something," She said.

"Maybe Zecora didn't have the right ingredients so she and Twilight went to get more?" Pinkie asked.

"That would seem the most likely," Daring muttered, "Did you happen to see a cave nearby, or anything out of place?"

"There is a cliff west of here, complete with waterfall if that's what you're asking," Gilda said, crossing her forelimbs.

"I think I know where they went," Daring said, a smile creeping onto her face.

~Dood~

This shroom has proven rather annoying for Twilight to locate, while Zecora puts whatever herb she glances by into her saddlebags, the purple mare ignores them all if they don't have a pink base, purple head, and blue spots on the head of it.

She continued to glance over various other molds and fungi until something caught her eye. In the corner behind some rocks, she found it! Excited she trotted over to pick it, carefully taking it with her magic. "Zecora I found it!" Twilight called out, holding the Eryndom aloft in her magic, some spores fell onto the unicorn's face causing her to sneeze.

"Excellent my friend, let's return home to make your mend," Zecora praised. As she walked over to collect the mushroom, they heard a howl coming from deeper in the cave. Twilight rushed over to protect the zebra from whatever howled, levitating her quarry into her friend's bags.

The cave shook slightly with every step the beast took; as the light shined onto it, it showed a rough bark-like texture. "What's a timberwolf doing alone inside a cave?" Twilight asked.

"An angry male full of desire, the Eryndom will light it's fire," Zecora muttered.

The beast stopped as it watched its prey, the purple unicorn returned his glare with horn blazing in a purple light. The Timberwolf didn't falter, still in the darkness of the cave, he jumped to one cave wall to flank the ponies.

Twilight reacted quickly and created a wall, which collided with the wooden animal's form. The beast fell to pieces, and soon reformed to become an angrier timberwolf.

Twilight shot a bolt of magic at it, which it dodged and leaped again. Twilight teleported above its landing and used her weight to bring it back to the pile of sticks it was moments ago. Reformed once again, the beast's rage intensified, hell-bent to take the unicorn down.

Twilight kept dodging and weaving around the Timberwolf's fangs and claws. She tried her shield again only to watch the wolf jump over it and attack her from behind. The unicorn bucked her legs, removing the Timberwolf's head from its body. The body searched around for the head as the head continued its assault on the pony.

Twilight ran to the head and smashed it with her hooves only for the body to leap over her as she charged her spell. The beast's head returned to its place only for the entire wolf to fall apart when the shot connected to its side.

Twilight quickly moved to the pile of sticks as it reformed a fifth time. As the body reformed, Twilight jumped onto its back and forced a hoof to pin its head to the dirt. The wooden beast began to whimper and struggle as much as he was allowed when he felt something that a mare shouldn't have on his rear end. "NO, I beat you several times already. I win, you lose. Beat it," Twilight snarled, forcing the beast onto its belly as she glared at it, she eventually got off to let the Timberwolf run away with its tail between its legs, whimpering all the way.

Twilight watched the wooden beast leave, she turned to see Zecora, mouth agape and eyes wide. Part of her felt happy that she surprised her but another claims that she did too much.

Zecora stood their awestruck by what she just saw as Twilight walked to her. "Are you alright, Zecora?"

"My safety is secured, but something else is my concern. You are confused and don't wish for a herd, but after that show of power it is most absurd," Zecora asked.

"No, I… I didn't know what I was doing, I just felt like I had to confront that thing," Twilight muttered, still trying to reorganizing her thoughts.

"Do not fret, my friend. You protected both of us; we must leave before more cause a ruckus," Zecora said as they left the cave.

The two left through waterfall, finding it had became night. Twilight found it rather odd how close Zecora was walking with her, but she paid it no mind as she kept her eyes open for more Timberwolves.

The strange aroma that Twilight was projecting combined with the show of the unicorn defeating and humiliating a Timberwolf was causing turmoil in Zecora's mind, but she kept a calm face despite this; only taking very brief glances to the purple rump, watching it sway with each step the unicorn took.

Just like before, Twilight used her magic to make a fire for them, but Zecora took this time to soak in the water for a moment to recollect her thoughts. Twilight kept watch over everything, though seeing Zecora with a flowing wet mane instead of her usual Mohawk was distracting the purple mare, flowing like a river along the zebra's neck.

Twilight entered the pool shortly after feeling really hot all over, hoping to cool down. An uncomfortable silence rolled past them as they sat in the water.

Twilight noticed some ripples in the water coming from Zecora's direction and swallowed hard. "You said before that the Enrydom's spores is an aphrodisiac for mares, right?" Twilight asked.

"Indeed it has the power, to moisten a mare's flower," Zecora answered. Still feeling the effects of the spore's scent, she shook her head in hopes to regain her mind.

Twilight shot a concerned look to her zebra friend. To watch Zecora struggle hurt Twilight, but she didn't want to risk her friendship with the shaman just to sate her body's lust.

Twilight glanced down to find her member hard; she let out an annoyed sigh, and glanced back to where Zecora has managed to keep herself sane by whispering to herself in her native tongue.

Twilight stood up and waded through the water to reach the zebra, Twilight sat next to her and placed a hoof on the striped mare's shoulder. "Zecora, are you alright? If you want, I… I can help you if you need it," She said, giving the zebra a concerned look.

"If you would please… Just promise me not to tease," Zecora muttered, Twilight turned her head and kissed her. She tensed up but relaxed, letting the unicorn's tongue invade her mouth.

Zecora's hooves wrapped themselves around Twilight's neck, as they kissed. As the zebra relaxed, the unicorn used her magic to lift the striped mare, careful not to break the kiss, she sat the shaman on the shore as she leaned over her, leaving a good portion of her hindlegs to stay submerged in water.

Twilight broke the kiss, staring deep into the flushed zebra's eyes. Twilight leaned down to kiss the zebra along her body, first her neck; next few went along her underbelly, then her breasts, and finally her marehood.

Zecora gasped as she felt the purple mare's lips touch her clitoris, her hooves drifted downward to urge the unicorn to please her pussy. Twilight complied by driving her tongue into the zebra's snatch, making the striped mare moan hard.

Zecora came as her inner walls attempted to keep the unicorn's tongue inside her, while Twilight lapped up the zebra's juices.

Licking off what juices remained on her muzzle, Twilight crawled upward to meet Zecora face to face, kissing the zebra deeply and sharing her fluids. During the kiss, Twilight attempted to position herself, smiling calmly while making out with the shaman when she felt her blunt head push against the striped mare's petals.

Surprised by the force of Twilight's dick, Zecora pulled the purple mare's upper body closer to her, nearly screaming when she felt the head enter her. Her grip tightening as the purple cock dug deeper into her depths, filling the zebra with pleasure as each inch disappeared into her pussy.

Bottoming out in the shaman's tunnels, Twilight gazed into Zecora's eyes, waiting for the zebra to get used to her size. As soon as her grip loosened, the purple unicorn slowly pumped her shaft out of Zecora's nethers.

Zecora started to whimper in her native language again, as Twilight plowed into her, some words became loud as the purple cock brushed against her sweet spot. The unicorn herself was nibbling and kissing the striped mare's neck, helping her achieve climax, finding success when she felt her tunnels tighten around her member.

Enduring her own pleasure, Twilight tried her best to make this feel good for her striped friend. Her horn lit up in a dark pink glow, her magic danced upon the zebra's coat and entered her vagina, effectively bringing her to another orgasm as the magic worked into the muscles of her walls.

She couldn't hold on as Twilight spent her load recklessly into Zecora's womb. Twilight balanced herself on her fore hooves as she and Zecora gazed into each other's eyes and began to giggle.

"Twilight, I give you my thanks, for ridding me of the spore's pranks," Zecora said, still calming down from the sex and the sudden bought of laughter.

"Anytime, I guess," Twilight said, she pulled out of the zebra to find that she was still hard. Twilight frowned, but heard Zecora chuckle.

"It appears I'm not the only one in need, come and fill me again with your seed," Zecora cooed, turning around to present her rear to the unicorn.

Twilight gave the mare a smile before placing her hooves on the zebra's butt; as she massaged it, she felt a bit of pride of watching her own seed drip out of the mare's abused slit, feeling slightly guilty that she was about to abuse it some more.

She lined up, and sunk her meat inside the zebra instantly; taking Zecora by surprise. Twilight's thrusts into the striped mare were much harder than earlier, but both ponies found it pleasing. Soon enough, Zecora's front end became too weak and collapsed as her rear stayed up to receive Twilight's pounding.

Zecora drifted between saying things in her native tongue to moaning uncontrollably, Twilight however only grunted and let out a moan when the zebra's wall clench her cock tightly. The seed Twilight spilled earlier dripped into the water to mix with it and Zecora's juices, making room for Twilight's next load.

While Zecora was brought to her next climax, Twilight's motions came quicker and harder, causing the water around the two ponies to ripple with each movement made.

At long last, Twilight came once again, flooding the zebra's womb and vagina with her seed; despite this Twilight still continued her movements, either pushing more of her mare-cream into Zecora's womb or forcing it to fall into the pool.

With a sigh, Twilight pulled out. By looking at it, it would be difficult to tell if it was purple at one time, as various sexual fluids dripped from its every inch. The shaman's rear finally fell to relax in the water, taking note of Twilight's semi-hard arousal coming closer to her face. "Would you kindly finish me off? Still a little bit left for you," Twilight said, her hoof running across Zecora's wet mane.

The shaman smiled as she tried to consume the mare-cock, pleased to hear Twilight hiss in pleasure. She licked and swallowed whatever fluids were dripping from the purple dick, savoring in the combined taste of herself and her alpha.

Twilight closed her eyes, just relaxing to the touch of Zecora's tongue and mouth working together to please her, as she groomed the zebra's mane with her hoof.

Feeling satisfied with her work, Zecora was rewarded with a wayward shot of cum to her face. "Guess not all of it got out," Twilight chuckled. Feeling spent, Twilight cuddled with Zecora, wrapping her hooves around the zebra, as they both drifted to sleep.

~Dood~

The next morning, after a brief time foraging for food and eating it, considering the energy used last night. Twilight and Zecora continued their walk back home. "Have you given our talk any thought? I wouldn't want my alpha to be distraught" Zecora asked.

"I have, and with how things are going; it wouldn't just be inevitable, but it would be lying to myself and everypony. Yes, I care immensely about Daring, but I also care deeply about my friends, and Gilda, and Princess Luna, heck I even care a lot about Trixie despite her desire to have me punish her if she so much as looks at me funny. I do care about Lyra, she helped me through school after all. I guess this whole trip has taught me that I care a lot about you as well Zecora," Twilight explained, kissing the shaman on the cheek.

"Truly I am glad, it would hurt to see you sad," Zecora said, smiling.

"I just don't know how some of the others will take it, I know Daring will hate it but… what the heck?" Twilight muttered, glancing upward to find Gilda and Daring soaring above them.

The pair stopped in their tracks in confusion as a pink mare hopped past them, humming. She soon stopped and turned to see the unicorn and the zebra. Pinkie quickly looked around the trees and pulled out a megaphone and yelled "I FOUND THEM!" in to it.

The dust picked up as Gilda and Daring immediately landed in front of Twilight. "There you are, I've been worried sick, are you alright? Did she do anything?" Daring asked, completely worried about the purple mare. She turned to the griffon angrily, "Why did you lead us to a dead end water fall?" She yelled.

"You were the one with the idea, and I didn't think this bloody forest had so many cliffs with water falls going north, west AND south, how does that work?" Gilda retorted.

The pair's argument was halted when Twilight began to laugh, in which Zecora and Pinkie soon joined. Daring and Gilda were still angry at each other but soon found the laughter contagious. "Oh I missed you girls," Twilight said, hugging both the pegasus and griffon. "Come on let's head home."

They all nodded in agreement as Twilight lead them back to Zecora's hut, with Pinkie and Zecora directly behind her, and Daring and Gilda picking up the rear.

"Soooo Zecora, what's your favorite fruit?" Pinkie said, trying to hold her own giggles.

"Do you mean the orange? Do try to give me a challenge," Zecora answered, causing the others to chuckle at Pinkie's attempt to mess with Zecora's rhyming. Pinkie herself however pouted as she began to think of a new way to mess up the zebra's tongue.

~Dood~

As Daring walked up to bed, she found her marefriend reading in bed. Smiling seductively, she crawled onto bed and licked the unicorn's cheek.

"Not tonight Daring," Twilight grumbled, waving off the Khaki-coloured pegasus.

"But I'm horny, just a quick lay before bed sexy." Daring Cooed, her hoof rubbing Twilight's dick.

"I said no," The unicorn demanded, glaring at the adventurer.

"You never refused before," Daring retorted, now getting annoyed.

"Today was a long day, alright. Let's just go to bed," Twilight mumbled, putting her book away and snuggling into bed.

Daring didn't take this lying down and hugged Twilight from behind, her hoof sliding across Twilight's length. A large flash blinded the pegasus temporarily, when her sight cleared she found herself on the couch below the bed.

Trying to fly back, only to run face first into a barrier that took up a majority of the landing.

"Maybe tomorrow, but not tonight," Twilight commanded, getting back under her covers.

Daring grumbled and laid on the couch. As she tried to fall asleep, she felt a blanket cover her and a pillow slide between her head and the armrest. She still wasn't pleased but at least she won't be freezing tonight.


	14. Chapter 12

Tags: [{Chrysalis/Unknown Colt}F/M, oral][{Chrysalis/Vinyl Scratch}F/F, oral][Rainbow Dash(Chrysalis)/Twilight, F/Futa, Vaginal][{Twilight/Chrysalis}Futa/F, rape, Stockholm syndrome?, oral, cunnilingus, magic-assisted womb-penetration, ovipositor, vaginal, anal, double penetration]

"Damn, babe… your mouth is so good," a drunken pegasus moaned, leaning against a building for support, watching the red mare blowing him. His eyes rolled into the back of his head, his hooves scraped against the bricks. It wasn't long before he let out a loud groan, shooting his load into the mouth of the mare servicing him.

The red mare flicked her black mane out of her face as she finished swallowing his seed. "You tasted good, doll. Do… cum again…" she whispered; the stallion could only slide down the wall and pass out. The mystery mare reached for the discarded coat and took the stallion's bits and walked out of the alley way and joined society once again, wandering the streets for her next meal.

Despite the friendly and seductive smile the red mare had; deep within her psyche, was a changeling that wanted to kill every single pony in her line of sight. This particular mare, was the Former Queen of the Changelings, Chrysalis.

If it weren't for Shining Armor and Cadance, or that damned purple unicorn: Twilight Sparkle; she would be feasting upon the love of Canterlot's elite by now, but the blast the newlyweds made was disastrous to her race. When she awoke from the fall, she found so many of her vassals and servants lying dead, she found a few survivors but they refused to listen to her. She tried to force them to listen to her, but they fought back, denouncing her as their queen in the process.

It took her weeks to recover from losing her hive, and every waking moment was spent cursing the ponies she was forced to live with. Travelling from town to town, feeding off the love of others until she reached Manehatten. She had no other choice but to live as a common whore, offering sex in exchange for money and the pitiful amount of love they offered.

Chrysalis kept her physical composure; she was a queen after all. She continued her path through the streets of the large city, searching for her next meal. She came to the one location in the entire city that has served as her main source of food, a nightclub called "The Velvet Room."

She walked up to the burly earth pony that stood at the entrance; he notices Chrysalis and gives her a smile. "Welcome back, Black Cherry," he said, letting her pass.

"Thanks Butch," Chrysalis, or her alias, Black Cherry, said. The bouncer was nice, but he didn't have too much love to give her when they "met." She surveyed the room, searching for prey, when she felt a pony bump into her.

She turned around to see what she believes to be a white unicorn wearing purple glasses. "Sorry, didn't see ya there," she said. "Name's Vinyl, let's go find a seat so you can tell me about yourself, sexy." Vinyl led Chrysalis over to a nearby table, a waitress came by and Vinyl made the orders, slapping the waitress on her rear as she walked away. "So, what's your name, sweet cheeks?"

Chrysalis smiled, rather happy that her prey came to her. "My name is Black Cherry, I recently moved here," she replied.

"Cool, what brings you to Manehatten?"

"I came for schooling originally, but I found Manehatten to be…such a fun place to live in… I almost never want to leave," Chrysalis lied, but Vinyl didn't catch on. The waitress returned with their drinks, two hard ciders; the mere thought that this mare could intoxicate a changeling queen was laughable… but as long as the love was good, she'll humour her.

"So what do you do?" Chrysalis asked, her hoof fell to the seat and began to slowly move towards the white mare.

"I'm a DJ; I make the beats that get all the fillies wet, and the colts rock hard, babe. I actually own this club too, but that isn't as impressive," Vinyl exclaimed. Her smile grew when she felt the red mare rubbing her hind legs under the table.

She wants me, can't blame her though, She smiled at the thought, "If you want, I can show you 'how' it works… and 'how' I lay it down."

Vinyl leans forward to steal a kiss, when she was suddenly grabbed and forced into one herself, it surprised her but then she went on the offensive, their tongues struggling for dominance in each other's mouths. Chrysalis broke the kiss and stared into Vinyl's eyes, "your place, now."

~Dood~

The door shot open, with Vinyl trying to balance on her hind-legs, her forelimbs were occupied with trying to hold Black Cherry on her, the two mares were furiously making out, soon Vinyl began to struggle with her footing and ran backwards into a sofa, falling onto the cushions while Black sat on her barrel.

The fake-earth pony leaned down and continued the furious kissing she and Vinyl started earlier. Releasing the kiss, she slid down the DJ's body, trailing her tongue along the fur until she reached the breasts. Chrysalis hungrily licked and sucked the nipples, causing the white mare to moan in pleasure.

As the sex continued, she felt Vinyl's love pour into her, while it was more than what the other ponies of Manehatten gave her before, it still wasn't enough. Let's see how much love I can milk out of this mare, Chrysalis thought, she gave the breasts a few more kisses before repositioning her flank over Vinyl's face. "All I heard was bragging at the club, time to back it up, 'babe'."

Vinyl smiled in delight as her front hooves grabbed the red mare's rump and pulled it into her face, already letting her tongue run wild along the lips of her newest conquest.

Chrysalis had to admit, the mare was rather good, but it will take much more than that to get her off, she lowered her head and teased the DJ's petals with her tongue, making it revert back to its original serpent-like form. She let her thin flexible organ constrict the mare's love button before sliding along the lips and ultimately probing deep, causing the mare underneath her to gasp.

"Damn… your tongue…" Vinyl panted lightly, trying to get back into her rhythm of pleasing the black maned mare, but the strange sensations Chrysalis' tongue was doing made it hard to concentrate.

Each moan that left Vinyl's lips made Chrysalis stronger, her love energy flowing into the changeling as she tongue fucked the unicorn. And she loved every minute of it.

The two mares didn't notice the door open nor did that see the calm and collected grey mare staring daggers into them. "Ahem," she coughed, rather loudly.

Chrysalis looked up to see a rather annoyed grey earth pony, black mane, and a bowtie. She had an instrument case hanging on her side and a saddlebag on the other. "Wanna join us, doll?"

"No, I would rather speak to my marefriend," She stated. Chrysalis shrugged and moved off of Vinyl, revealing that she had become rather angry from being denied an orgasm.

"What gives 'Tavi? I was so close," Vinyl groaned, she barely ducked a left hook coming from the earth pony.

"You promised to go see my orchestra, and yet here you are… fucking some whore!" Tavi yelled, her calm demeanor broken in seconds.

"That was today? I thought it was tomorrow…" Vinyl said, her face turned to that of utter fear.

"No it was today, I told you that three times and I put a sticky-note about it on your equipment and the fridge… how did you 'not' realize it was today?" The earth pony shouted.

"Look I'm sorry, you don't need to bite my head off just because I missed one of your dumb performances," Vinyl retorted, trying to regain verbal ground.

"Dumb performances? Is that what my form of art is to you? While I put up with your racket you call 'music' you think you have the right to call MY 'art' dumb?"

Chrysalis tuned the couple out after a while, it wasn't the first couple the changeling had watched fight over something trivial, and by her count, it wouldn't be the last. She let out an annoyed sigh as she tried to busy herself while her meal argued with her mate.

"If you feel justified in sleeping with sluts, maybe I should give Twilight a call; at least SHE appreciates my music."

Hello, what was that about Twilight? Chrysalis turned her head at the sound of the one pony that ruined all her plans and forced her to into prostitution for love and bits.

"Yea right, why would she want such a high strung mare like you? Did you forget that she already has a marefriend? Or did you also forget that pony that yelled at us for having her fuck us?" Chrysalis' eyes widened, Twilight's been here, and evidently she has had intercourse with both these mares. The mere thought of the purple pony having sex with one of these ponies made her lose her appetite, but what did she say about a marefriend and another pony?

"Evidently Twilight is doing something right if she can manage to keep a marefriend happy as well as have a sex slave moaning her name when she's drunk. " Chrysalis tuned them out again so that she can plan a way to get back at Twilight and get fed… two birds with one stone. Then again, why attack Twilight when she could attack Celestia as well? She smiled devilishly as she silently escaped the apartment, leaving the two mares to argue.

When she reached the main street, she now had to think of a way to reach Twilight's home. Rubbing her chin, she gave a look around. She let out a sigh as she was forced to ask random ponies to assist her. She walked up to a blue unicorn mare prepping a carriage. "Excuse me, Miss?"

"What do you want from the Great and Powerful Trixie?" The unicorn bellowed, using her magic to make her cape billow in the wind.

"I was wondering if you happened to know of a Twilight Sparkle?" Chrysalis asked, she knew this would become a long day if she had to ask so many ponies.

"Twilight Sparkle? Who wants to know?" Nevermind, she seems to know. The changeling figured that she'll need to persuade the showmare into telling her what she knew.

"Why I do, silly. Why don't you tell me what you know of her, and I'll give you something good," Chrysalis cooed, running her hoof along Trixie's fur.

The blue unicorn's face became red form the contact. "I..uh... No, Trixie's heart and body belongs to another, succubus. Leave Trixie be or she shall force you to leave."

"Well, do you at least know where I can find her?" Chrysalis asked, rolling her eyes at the "heart and body" part, she almost laughed at the "succubus" part though.

"You think I'd tell you that? You could be another pony trying to steal what belongs to Trixie's!" The showmare snarled, turning around to finish preparation for departure.

"I take it you're heading that way anyways?" Chrysalis asked, almost positive that Trixie will hint to it embarrassingly.

"Ye- no, you do not need to know what Trixie is doing, leave Trixie be NOW!" Trixie amplified her voice enough to knock Chrysalis away a few feet. She then hopped onto her carriage and used her magic to make the cart's wheels go.

"Don't worry Mistress, Trixie is on her way," Trixie uttered to herself, blushing slightly at the mention of her nickname for what Chrysalis assumed to be Twilight. The changeling smiled and went stowed away on Trixie's stage coach.

She found herself in what would be Trixie's sleeping area, it felt cramped to the changeling, not just due to her size but because of how small the coach itself is. What made her blood boil was the sight of a familiar purple unicorn sitting on the bed, with a smug smile. She ripped the head off the doll, almost feeling guilty that it wasn't the real Twilight.

Maybe after I've drained Twilight of all her love, I'll get rid of her, she thought, smirking as she rode the carriage all the way to Twilight Sparkle.

~Dood~

The purple unicorn took a sip from her tea, relishing in the peace before she goes off to help Applejack with her harvest. This calm was disrupted by an angry blue pegasus, "Twilight! What is this I'm hearing about Trixie coming back?" Rainbow Dash yelled, slamming a sheet of paper onto the table.

"Why were you in my mail?" Twilight asked, arching an eyebrow curiously.

"We aren't talking about me going through your mail; we are talking about Trixie coming to Ponyville. Answer me!" Rainbow Dash glared at the unicorn expecting answers.

"To be honest, Dash… I didn't know Trixie was coming back, so your guess is as good as mine, maybe she's coming back to right the wrongs she has done or let me help her with her spells?" Twilight shrugged.

Rainbow turned to see her friend, Gilda, join them. "Sup Dash, Twi," The griffon greeted with a wave of her talon.

Rainbow saw this is a new ally this endeavor. "Hey G', some mare that Twilight slept with is coming back."

"Kay," Gilda muttered, walking to join Twilight at the table. "Why does this matter to me?"

"She never mentioned Twilight by name except in the mailing address, all other mentions are 'Mistress,' doesn't THAT bother you?" Dash argued.

Gilda's claw nearly destroyed the cup in her claw, but she stayed her anger for a moment. "Just get Pinkie or Zecora to chat with her; she'll be a good little pony after that."

Dash was utterly confused by how Gilda was taking this news. "Aren't you the least bit annoyed that Trixie is going to try and steal Twilight away?"

"By the sound of things, Trixie will do whatever the heck Twilight says; I don't think we need to worry."

"Gilda has a point, Dash. When I last met with her, she asked me several times to punish her for speaking out of turn," Twilight muttered, sipping her tea.

Rainbow became infuriated; she couldn't believe how casual Gilda and Twilight was taking this. "Fine, I'm going to find someone else that'll help me stop her." With that said, she turned and flew out the door, leaving the griffon and the unicorn alone.

"Never occurred to her that I got Trixie wrapped around my hoof so well that I can ask her to do anything and anypony I want her to, right?" Twilight muttered.

"You going to abuse the crap outta that, right?" Gilda asked.

"Goodness no, Trixie is still a pony and my friend," Twilight said, shocked that anypony or griffon would imply that she would take advantage of another pony.

"And that's why we love you, Twi," Gilda replied, smiling, and then kissing Twilight on the cheek.

~Dood~

Trixie finally reached Ponyville, she stopped the carriage and felt wonderful to be in the same town as Mistress again. The showmare was cautious however; she never really left a good impression the last few times she was there. The only pony she was sure to be at least a little bit happy to see her was Mistress, but the others…they'd sooner leave her to die in Everfree Forest than let her stay in Mistress's library…that's why she brought her stage coach, so she can park it outside the library and be as close to Mistress without anypony sending her into Everfree Forest with nothing, it was perfect.

"Prepare yourselves, Ponyvillians! The Great and Powerful Trixie has come, and she is here to settle down with her Mistress!" Trixie shouted, pride flowed through her body. Little did the showmare know; an unknown passenger hopped off her cart and snuck into town.

Chrysalis walked away from the loud mare, shaking her head at her stupidity. She had a mission: to ruin Twilight and steal her love. According to the blue unicorn, Twilight lived in this town, but where? And for that matter… would she still be at home at this time? Many 'What Ifs' went through Chrysalis' mind. Steeling herself, the former queen darted forward; her search for the pony that ruined everything is on.

~Dood~

Applejack was happily humming a tune to herself while she pushed a cart with a few snacks and drinks on it. Pinkie and Twilight were helping her with the harvest, and today must be brutal on the unicorn. Pinkie should be fine because of the obvious, but Twilight wasn't always "athletic", and she was worried that Twilight might hurt herself.

"Hey AJ, snack time already?" Pinkie said, appearing randomly beside Applejack.

The cowpony jumped from the party mare's sudden appearance. "Geez, Pinkie. You gone and spooked me, don't do it again."

"Okie, Dokie, Lokie!" Pinkie cheered, hopping alongside Applejack.

The two began entering the part where Twilight was working. "Wowie, Twilight must be working super hard!" Pinkie commented, the trees around them were void of apples.

Applejack grimaced, "I can't argue with the results but I still don't like using magic unless it's an emergency." Applejack was always stubborn to traditions and applebucking should be done with a pony's hooves; magic and flight are for cheaters, but Applejack learned the hard way to swallow her own pride and ask for it if she truly needs it… like a late harvest.

The two stopped dead in their tracks watching the purple unicorn applebuck like an Earth Pony. While still not as strong as Applejack, it took Twilight three bucks to get all the apples, but the two mares were entranced with how Twilight did it for some reason.

Twilight wiped the sweat off her brow and noticed her friends. "Hey girls!"

Pinkie recovered first. "Hey Twilight!" Applejack soon followed but she just waved awkwardly.

"Boy, I'm beat… I still can't figure out how you and Big Mac do it every year," Twilight chuckled.

"Uh, heh… yeah, we sure are…" Applejack's eyes traced the purple mare's sudden show of muscle, "…something."

"I figured you'd use magic, why aren't you using magic, Twily? Are you chicken?" Pinkie rambled, giggling as she did.

"Well, I learned that the spell Luna used on me was starting to degrade, so I thought I'd try and keep myself fit," Twilight said, stomping a hoof down as if to make a point.

"Well, it seems to work," Pinkie uttered, trying her best not to drool. "What do you think, AJ? Does Twilight look pretty fit?"

Applejack snapped to attention in surprise and looked back at Twilight. "Uhh… yeah. Twilight's definitely fit, uh… but it doesn't hurt to try and build some muscle… I guess?"

"I don't think I wanna get 'built' like that Snowflake pony, but I do wish to remain in good shape," Twilight chuckled.

Applejack let the girls at the snacks and they seated themselves in the orchard. "So, how's your side coming along, Pinkie?" Twilight asked.

"Super duper great, Twily! I almost figured I might have to come over here…and 'help' you," Pinkie giggled, making Twilight blush.

"Not on my farm, please," Applejack uttered.

"Why not, no pony will notice an-" Applejack shut her up with an Apple Fritter.

"Sorry about that, Applejack," Twilight murmured, giving the cowpony her best apologetic smile.

"It's alright, Twi. I think you need to get away from Pinkie for a while, is all."

Pinkie big smile soon turned rather sultry, with teasing on the brain. "Away from me and closer to you, Jackie?"

Applejack's turn to blush. "I don't know what you're talking about… Twilight is a good help on the farm, but she needs to tend to her library… and her marefriend…s."

"Oh come on, AJ. You know I can share! Twilight for everypony!" Pinkie cheered; purple, blue, and pink confetti exploding in the air all around the mares.

"Is it time to get back to work? I think it is. Bye now," Twilight said, finishing her Apple Juice and running back to a random tree.

Pinkie fell backwards and started laughing. "Oh boy, that's adorable."

"Pinkie, get back to work." Applejack grumbled, red tinting her cheeks.

"Oh come on, I'm just playing… besides, I'm doing this voluntarily and can leave whenever I want."

Twilight turned around, a light blush on her face to match Applejack's. "Pinkie, get back to work."

"Got it, boss!" With that, Pinkie vanished, leaving a dumbfounded Applejack sitting on her rump.

"I never thought I'd see the day where Pinkie is under control," Applejack muttered, shakily raising to her legs and wheeling the cart away.

Twilight however, now had a new mission: Finish her section of the orchard before Pinkie; in the event that the party mare wasn't kidding about the "help" she wanted to provide. With new found determination, Twilight began knocking apples down with two bucks.

As she worked, a familiar scent entered her nose. She immediately identified it as the scent of a needy mare and began looking for the source. It can't be Pinkie, there's no way. Twilight shuddered at the idea of Pinkie finishing the remainder of her side in minutes.

"Hello, Twily…" Twilight turned to see Pinkie standing a few yards away.

"Pinkie? You're done already?" Twilight asked, she knows that Pinkie logic can't be thought out thoroughly but even Pinkie can't finish an orchard THAT quickly… then again, Pinkie never did say how much of her side was left, which worried Twilight more.

"Of course I am, and I'm here to 'help' you…" Pinkie cooed, walking closer to Twilight.

"Pinkie, I know you love me, but can't we wait until we get back home? Applejack would kill us if we did it here," Twilight reasoned, not wanting to break the cowpony's trust.

"I know, that's why I got another place in mind," Pinkie said, she closed the distance and her lips connected with Twilight's. The unicorn struggled for a moment, but found that Pinkie was a lot stronger than her, combined with the odd feeling of her strength leaving her.

Pinkie released Twilight and watched the purple pony collapse, snoring peacefully on the ground. The pink mare smiled, "Way too easy."

~Dood~

Trixie couldn't believe her luck, she knew that the blue pegasus despised her, but now there was a griffon living in the tree? It appears Trixie had more "meddlers" to wade through with she and Mistress are to be together. "I don't care what you say, little filly, but the Great and Powerful Trixie belonged at Mis-Twilight's side." Trixie bit her tongue on that word; those two weren't worthy to even hear Trixie's nickname for Twilight.

"Everytime you come here, you cause trouble for us. Why don't you beat it?" Rainbow Dash snarled; her face filled Trixie's view.

"Trixie will be where she chooses to be, and she chooses to be here," the showpony retorted, returning the glare.

"You just love making a scene, don't ya?" Gilda muttered, her wings flared for attack.

"I assure you, featherbrain. Trixie isn't here to humiliate anypony, she is here to learn from Twilight and be by her side."

"I can take having to share Twilight with my closest friends, but I'm not about to share her with you," Rainbow said.

"Who said anything about sharing? Trixie aims to win Twilight fair and square." Trixie tilted her nose high in the air, scoffing the pegasus and griffon.

"Why I oughta..." Rainbow Dash was ready to give the arrogant unicorn a hoof in the mouth, but she was stopped by her friend.

"Hold up, we can settle this another way…" Gilda said; Rainbow was annoyed that her friend stopped her but reluctantly lowered her hoof and landed. "See, now let's just get Zecora and…" Gilda's fist collided with Trixie's jaw far too quickly for either mare to notice. "Hah, eat it!"

Trixie slowly got back on her hooves while Rainbow was laughing her flank off. Her horn began to glow as various books hovered around Trixie, with the intent of throwing them at the griffon and pegasus.

The door opened and a loud 'ahem' caused the three to stop in their tracks. They turned to see Zecora, not amused by the antics before her.

Trixie doesn't know the zebra, nor did she care, she caused all the book to fly anyway. She was startled by Zecora touching the underside of the showmare's horn with her nose, causing all the books to fall where they were, leaving Gilda and Rainbow Dash unscathed.

"Must you girls bicker and fight? Do you all lack true sight?" Zecora scolded. "While our Alpha is Twilight, her rules are our right."

"Hey, it's not my fault Trixie didn't get the memo," Rainbow Dash retorted.

Zecora turned to the blue mare and studied her, "So we have a new sister to welcome? Shame her attitude is rather irksome."

"What do you mean 'sister?' Trixie isn't going to join whatever cult you three are a part of, she is only here for Twilight Sparkle," Trixie argued.

"Then our lives are intertwined; for Twilight Sparkle, we all confined," Zecora said.

"Do you speak like a pony?" Trixie shouted.

"I think she only speaks normally for Twilight, bitch," Gilda uttered, scratching her chest.

"We are Twilight's herd, all the mares she had conquered. Why fight what is right? Twilight tries her best for us, the sex, however, is a hefty bonus," Zecora chuckled at her last rhyme.

"Are you sure this isn't some cult?" Trixie said, backing away from the zebra. "Yes, Twilight is a good lover, and nice mare… but that's kinda creepy."

"My last words, I'll let you dwell; I must ask something that you must quell."

Rainbow and Gilda exchanged confused glances, "Okay, what?"

"On my travels to Ponyville, I saw something strangely ill. Pinkie Pie, the lovable bouncing mare, taking Twilight deeper into the forest with utmost care."

"Uhh…" Rainbow Dash stuttered, trying to mentally translate Zecora's rhyming.

"She means she saw Pinkie taking Twilight into Everfree," Gilda answered.

"Ahh… WHAT?" Rainbow Dash started to panic, Gilda did show concern but she figured Twilight could handle it… and that Pinkie wouldn't do anything stupid either, thought taking Twilight into the forest was dumb.

"I knew that crazy mare can't be trusted, we must go and save Twilight!" Trixie shouted.

"The first smart thing you've said since I met you," Rainbow Dash commented, flying out the door. "Me and G' will do a few fly by's and report to you two when we can, try and find them on the land."

Zecora nodded and motioned Trixie to follow her, as the fliers took off.

~Dood~

Rainbow Dash and Gilda were sitting in a tree, exhausted from flying for so long. "Jeez, where can she be?"

"I hope Zecora and the bitch are having better luck," Gilda mumbled, stretching her wings. "I think I can stay up for another hour, you?"

"As awesome as I am… thirty minutes tops," Rainbow Dash said, deflating at the tone.

"Sorry Dash, you got speed, I have endurance," Gilda chuckled before taking off again.

"Yea, yea, yea… stupid griffon strength," Rainbow muttered. The Pegasus flew around the mountain side, checking it for the ninth time. She saw Trixie and Zecora down below waving her over.

"Well, pegasus? Have you seen Twilight?" Trixie asked.

"No I haven't… Pinkie must have stashed her somewhere good," Rainbow Dash replied, landing once again for the sake of her wings.

"This is most concerning, what is it she is doing?" Zecora said.

"Hey, I found something!" The mares and zebra looked up to see Gilda pointing towards a mountain side, and ran in that direction.

The group run towards a cave that had a significant source of light within it. "How did we miss that hours ago?" Rainbow Dash asked for no reason.

Zecora pointed to the slightly elongated ceiling of the cave, making Rainbow scratch her head in annoyance.

They rushed into to see what the source of the light was, they found Twilight but Pinkie wasn't around. Instead they saw Rainbow Dash riding Twilight's cock with reckless abandon. "You love me, don't you?"

"I… love you," Twilight said, her voice lacked emotion, and her eyes were a pale green.

The Rainbow Dash not riding the unicorn got angry, "Hey, what the heck do you think you are?"

The copy stopped and turned to see two angry mares, and pissed off griffon, and an annoyed zebra. "So, the rest of the herd comes in, huh?" She chuckled. "I was sure surprised that this pest had her own herd, but… I have my ways to get her back for ruining my plans." The Evil Rainbow Dash walked alongside Twilight licked along the unicorn's face. "She's gonna help me start a new hive, a stronger hive."

Everyone was confused when the other Dash mentioned 'hive' but didn't inquire about it. "How about you drop the act, copycat!" Rainbow yelled.

"If you insist…" The blue fur began to change into black chitin, the evil speedster's size grew as her rainbow mane turned a sickly turquoise. The only feature that Rainbow Dash saw that did change on her foe was the missing crown on the large creature. "And now, you will never leave this place!"

"Bring it on, you overgrown cockroach," Gilda challenged, dashing forward to attack the former-queen. The changeling grasped the griffon with her magic and tossed her aside.

Rainbow Dash was next; she darted towards the black creature and delivered a buck to her side. The blow caused the shape shifter to stagger and let out a hiss of pain.

Zecora then charged the mare in an attempt to knock the warped pony onto the ground. The beast took to the air and used her magic to send the zebra into the pegasus.

Trixie tried to levitate several rocks into the air and sent them flying towards the changeling, letting out a disappointed grunt as the creature flew around the rocks and shot towards her, knocking the showmare to the dirt.

Gilda took the changeling by surprise and forced her to the cavern floor. Pinning the black creature under her weight, she began to pummel the changeling into the stone. Unfortunately, the shape shifter is stronger than the griffon and pushed Gilda off her and stomping her fore hoof into the griffon's belly.

"Enough! Twilight, be a dear and get them?" The changeling ordered, narrowing dodging the pegasus's dash.

Twilight slowly stood on her hooves, shaking as her eyes struggled to stay open. Her magic grasped the cyan mare and the griffon, and threw them to the wall.

Zecora charged the changeling again, this time she was successful in taking the larger creature down. As she got back onto her hooves, she was sent into the air by the brainwashed unicorn.

Trixie ran towards Twilight and tried to slap her out of whatever trance the changeling had her in. The purple mare slowly recoiled from the strikes and slowly got back on to her hooves. "Come on, Twilight… you bested Trixie before, how can you be this weak now?" Trixie cried, now shaking the other unicorn.

The changeling was about to slam her hoof into the zebra but Gilda grabbed her and threw her away from Zecora. Rainbow dashed forward towards the black creature but was knocked away by Twilight's magic.

The purple mare held each of her herdmates in her magical grasp, much to the changeling's delight. "Excellent, now… finish them."

Each girl felt Twilight's grip tighten around their necks, "How delightful… slain by your alpha, but after I'm done with her, she'll be joining you soon," the shapeshifter cackled.

The purple aura surrounding each mare began to dim and lose power, the girls turned to the purple mare holding them, watching her struggle. "N-no… I don't…"

"You don't have a choice, impudent mare. Kill them!" the changeling barked, annoyed by how long Twilight was taking.

"Leave…them…" Twilight fell to the ground, her horn began to shine brightly, nearly blindingly so. "ALONE!"

A large wave of magic knocked everything in the cave away. Sending the changeling against the wall, her impact caused several rocks to fall onto her head, knocking the shape shifter out.

The other waves sent her mares against the wall, enough to cause them to yelp in pain, but they managed to stay awake. As the light died down, Twilight collapsed in the center of the cavern, unmoving.

Gilda and Dash were the first at Twilight's side. "She's still breathing, let's get her home." As Gilda and Rainbow hoisted Twilight onto the griffon, there was still another detail to take into account.

"Hey, what should we do about the bug?" Rainbow asked.

"I say we leave her here, she wanted us gone, so we should do the same," Trixie muttered, kicking the changeling in the abdomen.

"Our Alpha's Judgement, she should meet. Despite the damage, it was Twilight, did she cheat," Zecora said. The other three gave her an annoyed look.

"Let Twilight deal with this thing? You do realise that Twilight will just slap her on the hoof and tell her not to do it again, right?" Gilda chided.

"You may be surprised…how far friendship can go; even changelings such as her, can be taught to know," Zecora said, limping out the cave. The others followed, with Twilight on Rainbow Dash's back, and the shape-shifter on Gilda's.

The four made their journey out of the forest, and since it was a long journey. They at least had a punching bag to hit while they walked.

~Dood~

Twilight's slowly opened, a migraine caused some discomfort. She noticed that she was moving, yet her hooves weren't moving. "W-what?"

"Hey, Twi… feeling better?" That sounded like Rainbow Dash. Twilight's eyes opened slightly wider and noticed the blue below her.

Despite the pain in her head, she surveyed her surroundings. Gilda was behind her with the changeling queen on her back. Ahead of her and Dash was Trixie and Zecora, with the library a few yards away. "I'm… fine, I think," Twilight uttered, she slid off the speedster, blushing as she felt her member slid off the blue fur.

"Was that your?" Dash asked, blushing as well.

"Yea… sorry," Twilight muttered. "So what happened while I was out? I remember Pinkie Pie walking up to me and kissing me, then something about me getting really angry in my sleep."

Rainbow turned to Zecora and Trixie who were unsure if they wanted to tell her. Gilda merely glared back at the unconscious changeling on her back. Trixie cleared her throat. "Trixie and these individuals saved you from this changeling. The battle was glorious but in the end, the witch was no match for the Great and Powerful Trixie."

"Pfft, what are you talking about? We did all the work, you just tried to wake Twilight up by slapping her," Gilda muttered.

"I see," Twilight uttered. "But what made me mad?"

There was a long silence, until Zecora began to speak. "The Changeling's spell took your mind; she made you fight against your kind." She opened the door but continued speaking. "She demanded our life be snuffed, your mind rebuked and your rage engulfed."

Twilight's widened, and her legs felt weak. "I…I tried to kill you?" The purple mare slumped down onto the floor, still trying to process the information.

"But you stopped yourself, right? You managed to get a grip before it did happen," Gilda tried to calm, simply dropping the changeling onto the hardwood floor.

"I'm so sorry!" Twilight cried. She fell to her belly, and wept into her forelimbs.

"Actually, the 'queen' made you try that, you weren't all there at the time," Gilda said, shrugging.

"That doesn't excuse the fact that I hurt you, I… I'd never want to hurt you girls," Twilight mumbled.

Trixie was about to speak, but Rainbow Dash stopped her, "Mentioning the fact that she raped you will just make it worse," she whispered, Trixie nodded in acceptance.

"Your mind and body were not your own, the deeds you've done you could not have known," Zecora cooed. "Speaking of the crone, where shall we have her thrown?"

Twilight lifted her head a bit, "So…you girls forgive me?"

"Well duh."

"Sure, if you make up for it later."

"Trixie can always forgive Mis-… Twilight,"

Zecora merely smiled and nodded her acceptance of her alpha's apology.

"Thank you girls," Twilight said, pulling everyone together with her magic for a big hug. Once the hug was broke she turned to the changeling queen. "I'll deal with her tomorrow morning, just be sure to blindfold her and tie her up… oh and get a magic dampener on her horn, can't be too careful."

Gilda and Dash nodded, and simply kicked the changeling down the stairs, each sound of hard chitin hitting wood made Twilight cringe, she almost felt sorry for the changeling. She then turned to Trixie, "Well, sorry that your first day back was… eventful."

"It's alright, Twilight. Trixie is just happy to be here with you," Trixie said, kissing Twilight on the lips.

Zecora smiled, feeling pride as the herd grew. She turned to see that Gilda and Rainbow Dash had returned, immediately angered by the kiss. "What do you think you're doing?"

Trixie and Twilight separated immediately; the purple mare was blushing while the blue unicorn was angered from the interruption. "Trixie and Twilight were having a moment, and you imbeciles ruined it."

"Oh yeah? We think you'll try to take Twilight for yourself, even after Zecora's stupid lecture on 'herding,'" Gilda muttered.

"You still think Twilight is an alpha? While she does have the… right qualities, Twilight is a grown pony, and Trixie believes she will make the right choice," Trixie boasts.

"And Twilight is 'dating' Daring Do," Rainbow Dash added.

Trixie began to fume and turned to Twilight, "WHO IS DARING?"

"She's my…" Ever since Gilda, Twilight always had troubles calling Daring 'her marefriend' to others, it felt dishonest to her. "I wanna say she's my marefriend…but at this point, it's obvious as to what she really is… A pony I love very much… like you girls. Daring doesn't like to admit to it, but I'm sure she's seen it. How you girls act around me, how I act around you… I think it's a matter of time before she does something about it, and I don't think it'll be pretty."

"Just remember that I'll be there to trash her stuff and pick you back up," Gilda gloats, chuckling after Rainbow gives her a playful shove in the gut.

"So… Twilight accepts being an Alpha, as long as no one fights over her or feuds?" Trixie asked.

"I'm not a hundred percent with being an 'Alpha' but… I don't like watching ponies fight over me, and I'm aware that I'm only one pony and making some many others happy in the process is going to be hard and problematic down the road, but… as long as they are happy, I'm happy," Twilight exclaimed.

"I see…" Trixie muttered; she stays silent for a moment to think over what Twilight said. "Very well, Trixie accepts your choices, and will happily take her rightful place as beta of the herd; so long as Twilight helps Trixie with her magic."

Zecora began to giggle, "The actress is rather humorous, with a mind so adventurous. While that position is currently mine, I believe that Pinkie is worthy of that line."

"Wait… so Pinkie is Beta, or are you? And what the heck is a Beta?" Gilda asked.

"According to what I know: The beta is viewed to be the 'second-in-command' to the Alpha, and often helps the other herdmates along, they're also generally the mare that has sex with the Alpha more than the others… which makes your call odd, while you do help the others out with the whole 'understanding' of how to be in a herd… Pinkie and Daring are the ones I am usually in bed with… so," Twilight uttered, trying to think things through.

Zecora walked closer to the confused scholar and licked her snout. "While they have had you more, my body, you'll have to thoroughly explore." The sentence caused Twilight to blush heavily, and the other's mouths agape. "While I would love to share myself to you, you'll have things to do. The fate of the changeling is in your hooves, send her to the princess, end her, or show her your 'moves.'"

"I say princess," Rainbow shouted, with Gilda and Trixie agreeing.

"I'll figure something out, but it'll have to wait till tomorrow. I still feel rather tired for some reason," Twilight commented.

As they watched Twilight go to her room, Gilda, Rainbow, and Trixie struggled to get in there with her, but were stopped by Zecora. "Let Twilight sleep this night, the morning is when she makes what is right."

The three groaned but ultimately accepted. Trixie was left to be in her trailer, while the other two when to Rainbow's cloud home. Zecora however didn't leave for her cottage; she went back to the couch, almost aware of what will transpire later.

~Dood~

Twilight was staring at the one thing that has caused her so much grief in the past, the changeling queen that not only tried to ruin her brother and foalsitter's wedding with her attempted invasion of Canterlot, but also brainwashed her and made her try to kill her girls, bound by rope with her fore limbs held high in the air, a blindfold and a magic suppressor. If Twilight wasn't taught to make peace with others, and try to talk things through, she would have beaten the bitch to a bloody pulp with her hooves, or had Rainbow Dash and Gilda do that for her, but if she did that, she would prove to be just as evil as the changeling herself… well maybe not THAT bad, but still pretty bad.

Her horn glowed as it shielded her eyes, preparing herself for whatever the changeling has to throw at her. She levitated the blindfold off the black creature, who was very awake at the time. The changeling lunged forward trying to sink her fangs into the purple mare, the action caused Twilight jump back a bit.

"Whoa… I take it, you're not happy?" Twilight weakly chuckled, trying to lighten the mood.

"I haven't been pleased in a long time, thanks to you and your species," The changeling muttered, gaining as much composure as she could while bound by rope.

"In fairness, we only did so in self-defence."

"So is it fair that so much of my kind were killed by the fall? Was it fair that the survivors abandoned their queen?"

Twilight shuffled in place awkwardly. "I guess not, but that's something no one could have predicted so… sorry?"

"Sorry?" The shape shifter muttered. "Will 'sorry' bring them back? You ponies are all the same, ignorant of others because your precious Princess will always keep you and your kind safe." A cruel grin slowly spread on her features. "… Of course there was that time I defeated her, knocked her away and scorched her horn easily."

Twilight cringed at the memory of her mentor being beaten by the changeling queen. "An apology can never erase the past, I know that much. But maybe we can let it be a start to a nice friendship? You don't have anywhere else to go, and while I'm sure there are those that are against it, but I could help you."

The changeling gave her a "seriously?" expression. "Did you leave your brain in the cave I fucked it out of? A friendship will never happen between us; you are prey and I am the predator, you are only food to me."

"Well, then how about I let you have some of my love? I read that changelings can get love from friendly gestures and the like, so it'll be easy to keep you fed," Twilight said.

"You forgot the part where I HATE you," The insectoid pony snarled.

The unicorn let out an annoyed sigh, "Look, I'm giving you a chance. What more do you want from me?"

"Your head on a silver platter," The larger creature hissed.

Twilight cringed at the suggestion, quite content of where her head is now. She had to rethink her strategy; if Fluttershy can reform Discord, then she can reform the Changeling Queen. "Maybe we can find a common ground that we both like?"

"Just shut up, I don't need your nonsense."

"Well, do you like board games?" No response. "How about drawing?" The changeling lifted her head a moment to give the purple mare a death glare. "I know; I bet you like to act."

"I want you to hang yourself with your own mane." That wasn't a good response.

"Do you like baking?"

"Does baking allow me to put you in a oven and watch your flesh melt off the bone?"

"Guess not, pulling pranks?"

The changeling began to chuckle. "I got a good one, but I need to you come close so I can whisper it to you."

"Let's move that aside for now…" Twilight was stumped, Chrysalis would rather do things that would cause pain and suffering to the purple mare, reforming her would be tougher than she originally thought.

Twilight let out a sigh and decided to read to clear her thoughts; pulling a random book off the shelves, she opened it and let its story calm her down.

"Is that 'Love among the Stars' by Gale Leap?" The changeling asked, the question took Twilight by surprise.

"Huh, well…" Twilight checked the cover. "Yes…yes it is, why?"

"Good book, I liked the trilogy, but there are some things that didn't make sense," The changeling muttered. "Like in the third chapter, Silver Lining would run right up to a random pony and kiss him, just to make Star Chaser jealous, they had no prior conflict with each other."

"I think it was advice that Silver Lining's best friend gave her that made her do that, but yea, that was dumb… or in the second book, it actually stated that Star Chaser was pregnant for three paragraphs when Silver Lining was the one with the foal," Twilight giggled.

"Hah, or later on they decide to name the kid "Shadow Chain", I know ponies have odd names, but come on 'Shadow Chain'?"

"What made it worse is that the colt was a black alicorn with a red mane. A pegasus and a unicorn doesn't equal alicorn, if that was the case, we'd have a lot of them running around." The two chuckled over the various mistakes they encountered in the books. "I didn't think you were a reader as well."

"Between ruling, posing as your foalsitter, and whoring myself in Manehatten; reading tends to help me stay sane in the midst of all the idiocy," the shape shifter remarked.

"I know that feeling; with all the disasters that hit Ponyville, ancient evils that need to eat rainbows, or mares that want to fuck me… sometimes all I need is a good book," Twilight replied.

"Eat rainbows? Seriously?"

"That's apparently what the Elements of Harmony does: causes me and my friends to shoot a rainbow-esque laser at the evildoer and it'll either turn them to stone or purge evil from the vessel of a possible friend."

"I'm now glad that I was sent out of a window from a shockwave made of love, getting hit by a 'rainbow friendship laser' sounds pathetic."

"Don't tell Discord or Princess Luna that though; it would… how does Rainbow say it? 'Rustle their jimmies'?"

The two began to chat for a bit, their discussion quickly changed back to various books. "I must admit; you are not as annoying as I thought you'd be."

"Well friendship can happen anywhere, even between enemies, right? We just needed to look in the right place," Twilight smiled.

"Indeed," the Ex-Queen said, watching Twilight come closer to release her bindings.

As Twilight released the queen's limbs, she was immediately pinned to the ground by the larger creature. "I thought we were…"

"Friends? Don't make me laugh, we share a single interest and that isn't enough to make me forgive you for ruining everything for me," The changeling chuckled. She darted forward and sank her fangs into Twilight's neck, she held the unicorn in her jaw to allow the venom to travel through her system; once confident, she released the mare and cackled in delight of the situation."Go crawl upstairs, I want your herd to watch you die."

"You…shouldn't have done… that," Twilight uttered coldly, trying to stand back onto her hooves after the changeling released her.

"Oh, what do I have to fear? I don't have anything to live for, and your princess will only be doing me a favor by executing me for killing you," the changeling laughed.

"No, it's not that…" Twilight said, shaking her head. "My friend, Zecora… had a feeling that… you might poison me, so… she had me drink a special antidote…"

The changeling was furious once again, and lunged forward to finish the job. She quickly found herself floating in the air, unable to move, the magic pinned her to the ground, butt above the head, face down, and unable to escape. "How is this possible?"

"The antidote has… side effects… like heightened libido, and for me…" The shape-shifter looked into the unicorns eyes as she slowly walked over to her immobile form; the look of lust and mania made the black creature fear for her safety. "Even a weak aphrodisiac will keep me demanding more for hours."

Twilight's forelimbs wrapped around the changeling's lower body lovingly; caressing the soft underbelly. "So... I don't think I ever got a name out of you."

The changeling remained quiet, but let out a gasp of pain when Twilight struck her rump with a hoof, yet she remained silent. This annoyed Twilight greatly and began to swat at the changeling's rear until the black chitin slowly became red. "It's Chrysalis, now stop hitting my ass, you damned unicorn."

"Well, 'Chrysalis.' I like smacking your rump, it makes such a nice sound when I hit it," Twilight said, emphasizing her point by smacking the black butt again, making Chrysalis gasp in pain once again.

"How is your hoof not hurting? You're slapping what is practically body armor," Chrysalis spouted, confused by how red her butt was.

"My hoof is getting a little numb, but… a small price to pay for the fun we'll have," Twilight cooed, slapping the changeling's rump again. "You REALLY shouldn't have poisoned me, by the way."

Chrysalis was struggling in her binds; a very faint blush appeared when she felt the unicorn's hard-on brush against her back legs. "Get off me, I will not lose AGAIN," she roared, making one last attempt to break her bindings, only to fail, much to Twilight's delight.

"How adorable, you actually thought that you, a love-starved changeling, can overpower my magic, in which is the magic of one of the most powerful unicorns in Equestria. Good effort though, I think I'll reward you," Twilight giggled, attempting to locate the changeling's pussy.

Chrysalis sucked in a whimper when she felt the unicorn's hooves press against her sex, her face red with a mixture of embarrassment and anger that she was a little wet. Even as the purple mare teased her pussy with her hooves and tongue, the Former Queen of the Changelings refused to lose face, especially in the face of her mortal enemy.

Twilight slowly lapped up the juices that leaked from the black pussy, savoring the oddly sweet taste of the changeling. She noticed that the changeling lacked teats, which made her disheartened that she couldn't play with them. With a sigh, she began rubbing her hooves into the softer portion of Chrysalis' rump, in an attempt to coerce the queen into moaning.

The unicorn's tongue trailed along the changeling's pussy until she felt something pointy pressed against her tongue. She stopped her oral teasing to inspect it, only to find that Chrysalis had a needle-like clitoris; becoming curious, Twilight teased the jagged nub, which caused the larger creature to let out a weak moan, before shutting herself up quickly.

"This is a rather interesting clitoris, Chryssy. Why is it so pointy?" Twilight teased, giving it light licks from time to time.

At that moment, Chrysalis had an idea. She grinned as she hoped that the unicorn would fall for it. "Keep playing with it and find out," she said; suppressing another squeak of pleasure.

Taking the invitation, Twilight continued to play with the odd clitoris with her tongue, until she felt it grow. She watched the nub grow until it was roughly the same size as her own dick, a clear, pointed dick hung between Chrysalis' legs. "Like it? you should acquaint yourself with it better," Chrysalis cooed.

"I guess I should, especially since you won't be using it on me. I've been 'stuffed' before…and I didn't really like it… I'm more of a 'pitcher' than a 'catcher' if I got that analogy correct," Twilight replied, beginning to rub the clear appendage with her hooves while she licked the changeling's pussy.

Chrysalis bit her lip as she felt her ovipositor being pleasured by the unicorn's hooves, it did feel nice despite the awkwardness of the Twilight fumbling around her member. She became concerned that her last resort would fail, all because Twilight didn't like to be entered. She needed to convince the mare to let her penetrate her… and without magic unfortunately.

Twilight trailed her tongue down to the clear dick, licking the clear member. "This is an ovipositor, right? Made to send eggs directly into the womb or bowels until ready to be released from the body to create more changelings, requires sperm to make the eggs active but you can hold them in for a few months before you will need to release them. I'm sorry to say, even if I did let you stick this in me, the twins on the inside would probably crush them before they were ready," she exclaimed, continuing to stimulate the changeling's clit-dick.

"Maybe I can release them into your bowels, you'll like them back there," Chrysalis tempted.

"No thank you, I get a bit jumpy and scared when I have somepony's tongue near it, I'm not about to let this inside me. Maybe I'll let you stick your eggs in one of my mares, I think Pinkie wouldn't mind; maybe Trixie, she'll practically do anything I ask her to do after all," Twilight muttered, continuing to rub the clear organ with both hooves. "Would you like that? Use my sperm to put your eggs in my ponies? Make them give birth to MY changelings?"

Chrysalis scowled, remaining silent as the unicorn tried to coax her into submitting.

"Wouldn't matter anyways, I'm shooting blanks until I decide to talk to my doctor about that," Twilight casually said, giving a long lick to Chrysalis' wet pussy, adding to the moisture. "Otherwise, who knows how many changelings I would have fertilized, with one load."

"Scared? Am I too big for the great Twilight Sparkle?" Perhaps goading her will work.

Twilight chuckled a little; one hoof rubbed the changeling's shaft while her own hoof went down to please her own throbbing member. "Probably, but I don't think I wanna test that, but I do have a spell we can use to make myself big enough for you."

Twilight's horn shined a dull pink light, as the glow captured her member. She used her hooves lower the changeling's backside, causing the ovipositor to rub against the carpet she was on. The glow faded away as Twilight positioned her now larger member to Chrysalis' entrance, rubbing the black lips to let her captive know what she just did.

"How did you? Don't you dare put that thing inside me, or I will end you and your family," Chrysalis threatened, she felt threatened by the enlarged member poking at her backside. The unicorn's dick felt as if it would be a flat headed cock of a dragon, a dragon that's slightly larger than herself, but still a dragon.

"I gotta admit, I'm surprised by how long I've lasted before this moment. Last time I was slipped an aphrodisiac, Rainbow Dash and Pinkie were lucky they could walk the next day… but I did have to replace my bed though," Twilight cooed, licking her lips as her cock head brushed against the changeling's pussy.

"I warn you, I will hunt down everyone you've ever met… I will destroy them," Chrysalis snarled, her eyes glanced down to her rump and back to Twilight every so often.

"Chrysalis," Twilight muttered, becoming more annoyed at the changeling's remarks. "You really need to relax and…" She lined herself up and pushed her dick against the resisting folds. "TAKE IT!" She rammed every inch of her enlarged prick into the changeling, making the insectoid mare scream in pain.

The purple mare became much more aggressive as she hammered Chrysalis' pussy with as much power as she could muster. The former queen couldn't find any words to taunt, mock, or threat the mare anymore as she felt the unicorn fill her depths completely. All she could do is let the smaller pony use her as she saw fit, the bindings around her black limbs held tightly, even as she was ravaged by the unicorn.

Twilight watched the creature that bested her mentor and tried to ruin her brother and Foal-sitter's marriage with almost sickening delight, almost certain that the Queen of the Changelings was now bound to her basement, letting her black rump be used by the scholar. It might have been the aphrodisiac taking hold of her mind, but Twilight began to drool as she sent her entire member as deep in Chrysalis as she could, causing the changeling discomfort sometimes when her cock reached the cervix.

The unicorn smiled gleefully, as she withdrew half her length from the changeling. Her horn began to glow, causing Chrysalis to feel an odd sensation within herself. "Wha… what are you doing… to me?"

"Just making the next part easier for both of us," Twilight answered, before thrusting forward as hard as she can, the spell she cast made it easier for her to not only reach the cervix but also penetrate it. The sudden feeling caused Chrysalis to wail in a mixture of pleasure and pain, which made Twilight frown in confusion. "You weren't supposed to feel pain; it was supposed to feel like getting your pussy penetrated again… I'll have to work on the spell later."

If it weren't for the binding around her hooves, she would have spun around and ripped the unicorn's throat out. But the unicorn was right, the feeling of unicorn invading her womb did feel oddly nice, despite the brutal thrusts. She tried to keep herself quiet regardless of the new sensations Twilight was making her feel.

The lavender scholar was surprised she didn't do this earlier; she felt the extra tightness of the cervix itself while the rest of Chrysalis' depths massaged and attempted to milk her cock for its seed. She began to rut the changeling harder, purple hips colliding with the black rump aggressively and the unicorn's fore-limbs gripping her back side. She slapped that black flank a few times, just to let the changeling's whimpers echo in her ears like a nice catchy tune.

With one particularly hard thrust, Twilight kept herself hilted in the changeling, moaning as her seed was fed directly into the other's womb. Chrysalis's hooves flared out in their bindings, as she rode her own orgasm, her fangs drew blood as she bit hard to suppress a loud moan, feeling her clear dick spray her body and the rug below her in a gooey substance. After a minute of filling Chrysalis, Twilight withdrew her cock from her newest conquest, causing much of her seed to join Chrysalis' cum on the floor, but she was far from done, as her horn was glowing once again.

Chrysalis began recovering from her orgasm, unaware that Twilight's bindings have been lifted. Her rump slumped down; exhausted from the brutal assault the unicorn dealt her. A shame that she wasn't given a lot of time to rest; she felt the unicorn on her back once again. She lazily turned her head to see the eager mare grinding herself against her backside.

When she regained feeling in her backside, her eyes widened when she felt something trying to enter her butt; she turned her head quickly to see a large purple dick poking up from her rump, which confused her when she still felt something trying to re-enter her pussy. Twilight leaned forward and said, "Don't worry, this one is smaller than the one that's going back inside your pussy. Despite all the wrongs you've done to me, my friends, and my family' I would still rather this to be a good experience for you."

Chrysalis watched as the member disappeared back in the valley of her butt cheeks, and felt its head pushing at her back door. She turned down and covered her mouth with a hoof, attempting to keep herself from screaming. The act failed, as Twilight brought everything back inside her.

The act of penetrating both of Chrysalis' rear orifices made Twilight thankful that she put up a soundproof barrier before doing anything with the former-queen, because the scream that came from Chrysalis' mouth caused the mare to flinch for a second before returning to her thrusting, feeding her dicks into the changeling's pussy and ass.

Chrysalis soon felt the furred groin of the unicorn pressed against her backside, her hooves ground against the floor, trying to find something to grip. She failed to stay silent, treating her captive to her moaning and screams of pleasure.

Twilight moved over the larger form until her rump was over the changeling's own, and continued her movements onto the holes she was invading. The changeling's insides hugged her cocks tighter than before, almost embracing her twin dicks lovingly; whenever Twilight tried to leave, both the pussy's walls and the sphincter would clench her tightly, attempting to deny the unicorn to exit the warm orifices.

Chrysalis' eyes went wide when she realized that she was no longer being held down by magic, it was her time to strike. The unicorn was too enraptured by her humping that taking her down would be easy. She turned her head wickedly fast, her hooves joining her to grab the unicorn.

Unfortunately, Twilight was prepared, and slammed her hooves down on Chrysalis's face, pinning her. The unicorn scoffed at the changeling's attack, "I win," was all she said, emphasizing her point by thrusting harder and faster, until she felt the changeling's holes tighten in orgasm, forcing Twilight to fill both holes with her cum.

The former Queen was now scared, her last attempt was thwarted easily. She was still love-starved from earlier, and the unicorn, a little pony that was barely half her size, had easily conquered her. She felt the disappointed stares of her hive's survivors, the memory of them leaving her; she began to weep silently as her luck went from bad to worse.

The tears were not lost to Twilight, who slowly stopped her movements. She looked down on the changeling with pity, despite all that this specific creature has done to her, she didn't want her to be sad, especially during intercourse.

The unicorn lifted her hooves from the changeling's face, and used her magic to bring it to her own. Chrysalis kept her eyes closed while her woes returned to her, only to be interrupted by the feeling of Twilight's lips against hers.

The sudden action surprised Chrysalis, she suddenly felt the unicorn's love flow into her, Twilight's love for Chrysalis. Despite being weaker than what she was used to having, it felt delicious and addictive, like a rare treat the changeling would go to any lengths to experience again. She embraced the unicorn with a warped limb, trying her best to make the kiss last.

Much to Chrysalis' dismay, the kiss broke, with Twilight giving her a small smile. "Feel better?"

"A little… but why?"

"I know we have our differences, but I feel bad that you lost everything that made you what you were before, the Queen of the Changelings, while it is your fault for the… shaky start to this activity, I would like you to enjoy it as well. When you started to cry, I felt heart-broken, that I hurt you this badly… I couldn't do much, but I hope it helped," Twilight said, smiling, and hoping that it would keep the Changeling's ire at bay.

Chrysalis glared at her for a moment, "Consider yourself lucky, that your dick feels great and that your love is delicious," she cooed, making Twilight smile in response.

"At least with that settled, we can do this properly," Twilight said. She pulled herself out of the changeling and flipped her onto her back. The unicorn crawled back into position, thrusting her cocks back into Chrysalis' hot holes.

Chrysalis held the unicorn to her belly, her ovipositor rubbing against the purple mare's fur as she let Twilight rut her senselessly, she pulled Twilight back into another kiss, the next dose of love felt stronger than before, and was tastier by comparison, causing the changeling to yearn for more.

Twilight's hooves held the changeling's rump as she pounded deeper, smiling during the kiss when she realized that the rubbery spell she casted earlier was still active. She broke the kiss and began to nuzzle the changeling's underbelly.

Despite the mild frustration of absorbing Twilight's love from her lips, she still felt stronger than before, much better than when she was in Manehattan. She bit her lower lip and arched her back, her hooves gripped the unicorn tightly, holding her to her body, wedging her clear egg chute in between the black flesh and purple fur.

While she kept hammering the changeling's pussy, Twilight's nuzzling would cause her nose to poke against Chrysalis' ovipositor. Wanting to make this a better experience for her newest mare, she trailed her tongue along the pointed tip and sucked the head into her mouth. The member had an odd taste, much more different than the taste of Chrysalis' pussy. While the black slit had a mild sweet taste to it, combined with what Twilight thought to be black liquorish; the egg laying organ had a bitter taste, not quite displeasing to the purple mare, but if it wasn't for how heated the two had become, it may cause Twilight to question doing it again for Chrysalis if randomly asked to fellate her ovipositor again.

Chrysalis let out a cute gasp when she felt the unicorn lips surround her shaft, almost trying to buck her hips into Twilight's mouth. Combined with the dual penetration Twilight was giving proved too much for the changeling, her pillaged orifices began to constrict around their respective invaders as she came, her transparent phallus began to shoot a light green liquid into the unicorn's mouth.

Twilight released Chrysalis' egg-chute from her mouth, watching the liquid cover the changeling as the member stopped firing its load. She swallowed what was in her mouth at the time and went faster, letting the strangely pleasurable liquid make her feel happy to be rutting the changeling queen, so much so that she felt her members throb painfully, filling Chrysalis once again with her dual members.

The two laid on the floor resting, Twilight's fur became matted from her sweat and the fluid that splattered the changeling's ovipositor shot at herself. Even Chrysalis was tired, rubbing Twilight's back with a limb as they rested through the afterglow.

Soon Twilight became curious about the liquid she swallowed, "So what was that stuff your… ovipositor shot out?"

"A special lubricant that makes it more… pleasurable so that the eggs can… THE EGGS!" Chrysalis cried. Watching as several eggs began to move through her member and towards the exit. Despite the worry on Chrysalis' face, she failed to notice the almost empty look in each egg. "Quickly, let me put these eggs in you, or they won't make it."

Twilight hesitated in confusion, and studied the eggs quickly, "Uh…these don't look like they have anything in them."

"What are you talking about they're… empty?" Chrysalis uttered, the first egg left her member and fell harmlessly on her belly, and rolled onto the floor. "Why are they empty, you've came inside me several times, they should have children in them."

"I'm technically sterile right now, so… I guess they're not fertilized?" Twilight replied, curiously looking at the eggs that left Chrysalis' body.

Chrysalis' worry died down but was replaced with mild amounts of sorrow; her hive couldn't be brought back with a dickmare that shoots blanks. Her wallowing was interrupted by the purple mare resting a hoof on her side. Twilight began to rub her hoof along the ovipositor, in an attempt help the eggs leave the clear member safely, and to bring more pleasure to her newest lover. "Just because I'm sterile now, doesn't mean I'll be sterile forever. It's a spell that the doctors put on me when I was younger…so that if I do become sexually active, that I don't randomly have a bunch of foals that are fatherless because of my actions."

"So, there is a chance that we can bring my hive back?" Chrysalis said, a weak smile forming on her face, she felt the final egg leave her member, as the two watched the member retreat back into her body and resumed it appearance as a clitoris.

"There is, but until then… I'm sorry to say that I don't think I'm much of a father-ish pony," Twilight chuckled weakly.

"Then be thankful that changeling's don't need fathers, they are born into their roles," Chrysalis said, "But then I will still need a warm place to put them when you do."

Twilight managed to suppress a cringe, at the mere thought of having eggs inside her, but she had an idea. "Well, I'm sure If I ask, I can get someone to carry your eggs for a while… as long as nothing bad happens to them."

"The eggs will kill them; the changelings have to leave their body somehow." This statement caused Twilight to scoot away from the changeling, new fears brought up by the changeling. "I jest, it'll be like a pregnancy but less bloody and painful for the host, the egg will release a sort of 'wave' that makes the host believe that they need to birth a foal, then the egg comes out and hatches. The host however, will probably have one of their best orgasms at that point."

The unicorn breathed a sigh of relief from hearing that, "Thank goodness." Twilight slowly stood on her hooves, still weak from the sex. "I think it's about lunch time, care to join me?"

Chrysalis dwelled on Twilight's invitation and smiled. "Very well, lead on."

~Dood~

Daring returned to the library, with a smile on her face, and yet another adventure to tell her marefriend about. She opened the door and her smile vanish, what she saw was Zecora reading in the library; Daring checked to see if Gilda, or Pinkie was around, her knowledge of Zecora usually meant that if Zecora is nearby and not at her hut in Everfree, it has something to do with "Twilight" or "Herding". "Hello my friend, come and rest your head. Twilight should be finishing her duties and will be up soon, so no need for hostilities."

"Uh huh, what duties?" Daring asked, she turned her head to see Twilight leaving the basement, sweaty with a strange lime green ooze coating the fur around her barrel.

Twilight smiled to Zecora, then turned to see Daring, "Oh, h-hi Daring, how are you?"

"Fine at the moment, but what were you doing? Or should I ask 'who' were you doing?" The khaki pegasus asked, she turned to see the outline of a large black figure leave the basement. She had an air of nobility, and sex, around her, if it weren't for the fact that she was practically a very large pony-like bug, she could have been an alicorn.

"And a new sister joins us this day, come with me, and I'll show you the way," Zecora smiled, leading the large bug creature into the kitchen.

"Shouldn't you be pissed that I tried to kill you with your alpha? And I do hope you know that that line was rather unsettling," Chrysalis muttered, following the zebra.

Daring glared at her "marefriend", who was pawing at the ground awkwardly, knowing what is going to happen very soon. "Seriously, Twi?"


End file.
